I

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I

'1 1 '1 National Highways Authority of India (Ministry of Shipping, Road Transport & Highways)

Ii Government of India U

I

I IMPROVEMENT, OPERATION AND MAINTENANCE INCLUDING STRENGTHENING AND WIDENING OF

'\ EXISTING 2-LANE ROAD TO 4-LANE DUAL

/ CARRIAGEWAY FROM KM 9.200 - KM 50.000 OF NH-6 (NAGPUR - KONDHALI SECTION) IN THE STATE OF

MAHARASHTRAON BUILD, OPERATE AND TRANSFER (BOT) BASIS '

CONCESSION AGREEMENT

li between

I. I I National Highways Authority of India,.

G - 5& 6, Sector-10, Dwarka, New Delhi - 110 075 , !-

I :I and

I ' M/ s Balaji Tollways Limited 101, Shsee A~nbashanti Chambers, Opp. Hotel Leela,

Andl~esi Kurla Road, Andheri (East), blumbai -400 059

ANNEXURES I1

i Nal~onal Highways Aullior~ty oflndla

Co~iccr\~on Apree~nent

6 Volume I . TABLE OF CONTENTS

CHAPTER - I PRELIMINARY

Preamble

1. Definitions And Interpretation

2. Scope Of Project

CHAPTER - I1 GRANT OF CONCESSION

2" 3. Grant Of Concession . ?

4. Conditions Precedent

5. Performance Security

6. Fees

7. Concession Fee

8. Additional Toll-way

8A Capacity Augmentation

I ' CHAPTER - I11 I OBLIGATIONS AND UNDERTAKINGS

J 9. Obligations Of The Concessionaire

-t.. 10. Obligations Of NHAI

I I. Representations And Warranties

12. Disclaimer

13. Use And Development Of The Site 45

14. Monitoring And Supervision Of Construct~on 47

15. Completion 49

16. Tests 50

National Highways Aulholity ol India Concess~on Agrrc~ncnl

4 17. Change Of Scope 52

18. Operation And Maintenance 54

19. Mon~loring And Superv~sio~l During Operations 60

20. Independent Consultant 61

21. Traffic Sampling 62

CHAPTER - V FINANCING ARRANGEMENTS

22. Financial Close

23. Grants

+ 24. Revenue Shortfall Loan

25. Escrow Account

26. State Support Agreement

27. I~isurance

28. Accounts And Audit

CHAPTER - VI FORCE MAJEURE

t 29. Force Majeure

-4 CHAPTER - V11 SUSPENSION AND TERMINATION

30. Material Breach And Suspension

31. Compensation For Breach Of Agreement

32. Termination

33. Divestment Of Rights And Interests

a CHAPTER - VIII

MISCELLANEOUS

Defects Liability

Assignments And Charges

Change In Law

Liability And Indemnity

Rights And Title Over The Site

Dispute Resolution

Disclosure

Redressal Of Public Grievances

Advertising On The Site

Governing Law And Jurisdiction

Miscellaneous

4 laning olNagpur - Kondliali Scclion A .--.- .--. .- . (Km 9.200 to Km 50.000) of NH - 6 on BOT Basis

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i L

Nauonal H~yhways Au~hor~fy ol Indla Concess~on Agreement

23 Volume 11 SCHEDULES:

I1 SCHEDULE NO. PAKTICULAKS

A SITE OFTHE PROJECT AI-32 B SCOPE O F THE PROJECT BI-12 C PROJECT FACILITIES C1-4 D SPECIFICATION & STANDARDS D 1-22 E APPLICABLE PERMITS El-2 F BANK GUARANTEE FOR

PERFORMANCE SECURITY FI-10

G SCHEDULE OF USER FEE GI-5 H PROJECT COMPLETION SCHEDULE HI-2

-t 1 DRAWINGS I1 J TESTS JI K COMPLETION CERTIFICATE K

K I PROVISIONAL COMPLETION CERTIFICATE K I L OPERATION & MAINTENANCE

REQUIREMENTS LI-25

M MONTHLY FEE STATEMENT COLLECTION STATEMENT MI

N SELECTION CRITERIA FOR INDEPENDENT CONSULTANT NI-3

0 TERMS OF REFERENCE OF INDEPENDENT CONSULTANT 01-39

P TRAFFIC SAMPLING PI-2

Q ESCROW AGREEMENT QI-20 -4 R STATE SUPPORT AGREEMENT RI-12

S SAFETY REQUIREMENTS S 1-22 T CRITERIA FOR LIST OF CHARTERED

ACCOUNTANTS TI-2 U SUBSTITUTION AGREEMENT U1-17 V VESTING CERTIFICATE VI W PASSENGER CAR UNIT FACTORS Wf X REPORTING AND RECORD REQUIREMENTS XI -8

4 lanlng of Nagpur - Kondhal~ Section (Kfn_? 200 to Km 50 WO) of NH - 6 on BOT Basls

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National Higllways Autl~orily of India Concession Agreen~ellt

X

ANNEXURES

Annexure I NHAI letter NO. NHAVBOTINH-2403514212003 dated 11-7 09/06/2004 (Tender Notice), NHAIIBOTII 101912812003 dated 3 1/05/2005 (Addendum No. I) and 1310612005 (Addendum No. 2)

Annexure I1 Memorandum of Understanding dated 28/06/2005 11 1-10

Annexure 111 Letter No.NHAI/BOT/I 101 9/28/2004/292 dated 111 1-2 22.09.2005 (LOA)

t Annexure IV Letter No. AUA52INHAI-NWBOTl3 122/2005 IV I dated 0511012005

Annexure V Gazette Notification dated 1011 1/2005 for entrustment of V 1-8 Stretch to NHAI

Annexvre VI - Letter No. Nil dated 2311 112005 VI 1-61

Annexure VII Letter No. AUA52lNHAI-NWBOT/3352/2005 dated VI1 1-14 0611 212005

Annexure VIlI List of Minimum Machinery required for executing the VIlI 1-2 Project & List of Minimum Personnel required for the Project

4

$, vo'umelll Alignment Plan and Profile

Intersection Drawings

.--.:.., 4 I a n i n g F g p . , . n r - Kotldfiali Section ,- .:;: .- - - - (Km 9.200 to Kni'EI$OW) of NH - 6 on BOT Basis / . t - ;.

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7 /..? , . . .:: . Page .v .. ,' . L ? * , .~ . . .

! # ' 3 . ,. .. ..,, . - 1 . .

. .

--

National H ~ ~ h w a y s Author~ty of India Co~lccssion Ag.reement

Pk

ANNEXURES

Annexure I NHAI letter No. NHAVBOTINH-24035/42/2003 dated 11-7 09/06/2004 (Tender Notice), NHAUBOT/l1019/28/2003 dated 3 1/05/2005 (Addendum No. 1) and 13/06/2005 (Addendum No. 2)

Annexure 11 Memorandum of Understanding dated 28/06/2005 11 1-10

Annexure 111 Letter No.NHAI/BOT/11019/28/2004/292 dated I11 1-2 22.09.2005 (LOA)

Annexure IV Letter No. AUA52INHAI-NWBOT/3122/2005 1V 1 dated 05/10/2005

Annexure V Gazctte Notification dated 1011 112005 for entrustment of V 1-8 Stretch to NHAI

I Annexure VI Letter No. Nil dated 2311 112005 VI 1-61

Annexure VII Letter No. AL/A52/NHAI-NWBOT/3352/2005 dated VII 1-14 06/12/2005

Anncxure VIII List of Minimum Machinery required for executing the VIIl 1-2 Project & List of Minimum Personnel required for the Project

Volume I1 Alignment Plan and Profile

I Intersection Drawings I

4 laning of Nagpur - Kondhall Sxtlon (Knr 9.200 to Km 50.000) of NH - 6 on BOT Basis

P.~c -V

' X V - Y Y V ~ Y '-4 ~ K W Pllone 91-11 2501410012514200 Fax 91-1 1-25083507125093514

( 7 T S % F ~ - d 7 7 & ~ ) Extn 2223123!812468/?553

National Highways Authority of India , 2 ~ 2 (Mlnlstry of Road Transport 8 H~ghways)

G-5 8 5 Seclor-13 Dwarka New Delhl-110075

I NHAI/BOT/NH-24035/42/2003 June 9,2004

1 As per list attached.

Sub: Four laning o f lOOOOkms National highways (Non-NHDP) o n BOT basis -Sale o f BOT Bid Documents fo r LOT I1 Projects (529 kms)

Sir. k National Highways Authority of India (NHAI) has been entrusted with a

programme of 4 laning 10000 kms National highways (Non-NHDP) on BOT basis by the Ministry of Road Transport & Highways. NHAl proposes to take up .the following 4 laning projects on BOT basis under the programme.

State ~ e n g t h l T G & j j l Entrepreneur i

k m l i g i b l e for bidding

1 33 Ranchi - Jharkhand 75 P-300.P-400. P- A Hazaribagh 500p---

2 218.22 Ambala- Haryana 8. 36 P-250. P-300, P- Chandigarh Punjab 400. P-500

-5 (Zirakpur) I

3 1 Jalandhar - Punjab 49 P-200. P-250. P. ' ' Amritsar 300. P-4DO P- 1

500

-4 4 6 Nagpur - Maharashtra 40 P-200, P-250 P- i Kondhali 300, P-400, P- /

500 5 6 Kondhali - Maharashtra 50 P-200, P-250, P-

Talegaon 300. P-400, P-

6 40 Jorbat - Meghalaya 62

---I Shillong 400, P-500

7 3 lndore - Madhya Khalghat Pradesh

8 24 Sitapur- Uttar Pradesh Lucknow

9 11 Agra - UPlRajasthan Bharatpur --

10 3 Guna bypass Madhya Praddesh

..,_I::--.. """ 2. NHAl hereby invites sealed BOT Bids for the..~E~o~r.~~~f,rojects from the qualified Entrepreneurs (qualified by Ministry of ~oad;~rari'~~:iort'ariq,,tiighways on 15.092003). E

.: .

3. A complete set of BOT Bid Documents for any of the above projects may be obtained by the qualified entrepreneurs on payment of non-refundable fee of Rs. 50,0001- in the form of Demand Draft drawn in favour o f "National Highways Authority of India, New Delhi" payable on any scheduled bank at New Delhi from the office of the Chief General Manager (BOT), National Highways Authority of India, G 5 & 6, Sector - 10, Dwarka, New Delhi - 110 075 during the period mentioned in Annexure 'A' within office hours. If the document is required by postlcourier an additional sum of Rs. 5001- (for postage in India) should be sent along with the Demand Draft. The document can also be downloaded from NHAl's website i.e htt~:llwww.nhai.orq. Applicants submitting the downloaded version would need to inform NHAl and pay the cost of bid documents along with the Bid .in the shape of a Demand Draft as above. The amendrnentslclarifications to fhe Bid Documents will also be available on the above website.

4. The Bids for any of the above BOT projects should be submitted in an outer sealed envelope containing twoother inner sealed envelopes namely "Envelope No. 1" superscribed "Other Submissions" indicating the "name of the project" and "Envelope No. 2" superscribed "Financial Proposal" indicating the "name of the project?

5. The Bids for any of the above BOT Projects must be accompanied by Bid Security in the form and amount specified in the Bidding Documents.

6. A qualified entrepreneur may submit BOT Bids for any number of projects out of the above depending upon his category of empanelment. However, bids for different BOT Projects are to be submitted separately. Normally, a firmlcompany will be awarded one project either individually or as a member of a consortium and basis for award of work will be the least cost to NHAI. However, this condition may be relaxed by NHAl in case a member of the consortium is a financial lending agency.

7. NHAl reserves its right to change the bidding conditions at any time.

8. In case a bidder submits bids for more than one project, he may submit one Bank Guarantee towards Bid Security of maximum amount. The Bank Guarantee shall be submitted with the bid for the project of maximum amount and a copy of the same shall be submitted with other bids.

9. The envelope marked "Other Submissions" of the bid shall be opened on the same day i.e. on the last date of submission at 15.00 hrs in the presence of the Bidders representatives, duly authorised by the competent authority of the bidder. who chose to attend. In the event of specified date of bid submission and opening being declared a holiday for NHAI, the bid shall be received and opened on the next working day at the same time and venue. The qualified bidders will be intimated about thedate and time of opening of the Financial Proposal contained in "Envelope 2".

10. For any other information, Please contact the office of the Chief General Manager (BOT), National Highways Authority of India, G 5 & 6, Sector - 10, Dwarka, New Delhi - 110 075.

Yours faithfullv.

Annexure 'A'

NATIONAL HIGHWAYS AUTHORITY OF INDIA

Period of sale of Bidding Document : From 21.06.2004 to 26.07.2004

Pre Bid Meeting : 12.07.2004

Last date and time for submission of Bids : Date: 27.07.2004

: Time: 14:OO hours

Time and date of opening of "Other Submissions"

4 Time and date of Opening of "Financial Proposal"

Place of opening of Bids

Officer inviting Bids

: Date 27.07.04 : Time 15:OO hours

. To be notifled later

5Ih Floor. Conference Hall, National Highways Authority of India, G - 5 & 6, Sector - 10, Dwarka. New Delhi - 110 075.

Chief General Manager (BOT) National Highways Authority of Indra, G - 5 & 6, Sector - 10, Dwarka. New Delhi - 1 10 075.

-. - - s K . N o . 6 Q.J

a - s

Q ~ Y mq ~w Phone 91-11-25o74ioo12507m

l . i m ~ , ~ v f t i m * m m r i ~ ) Fax 91.11-25093507125093514 Exlfl. 2223 /2318 /246812553

National Highways Authority of India (Ministry of Shipping. Road Transport and Highways) G-5 8 6. Sector-10. Dwarka. New Delhi-110075

Most Immediate NHAI/BOT/11019/28/2003 May 31, 2005 TO

As per the list (Bidders who have purchased BOT bid document o f Nagpur- Kondhali Section o f NH-6).

Sub: Improvement, Operation and Maintenance including strengthening and widening of existing 2-lane road to 4-lane dual carriageway from km 9.200 to km 50.000 of NH-6 (Nagpur - Kondhali Section) in the State of Maharashtra on Build, Operate and Transfer (BOT) basis- Invitation of BOT Bids reg.

Ref. (i). Our letter No. NHAIIBOTINH-2403514212003 dated 9.6.2004

3- (ii). Our letter No. NHAI/BOT/NH-24035/42/2003 dated 30.6.2004 (iii). Our letter No. NHAI/BOT/NH-24035/42/2003 dated 29.9.2004

Sir,

Please refer to our letters cited at reference (i), (ii) & (iii) inviting bid proposals for 12 BOT projects from the ernpanelled entrepreneurs under LOT I1 during 2004-2005. The list of LOT I1 projects has been modified and only the following 6 BOT projects constitute LOT 11:

-4

I .: L

I

I

-- . L o n M . on W Z

P-

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-

2. In the light of queries received from the prospective bidders till the pre-bid meeting held on 12.8.2004, necessary amendments to the bidding document have been made and incorporated in the btd document through issuance of Addendum No.

i 1 enclosed herewith being an integral part of RFP. Bidders are therefore, required to + consider the Addendum No. 1 before submission of their BOT bid proposal for

projects under LOT II.

3. We hereby invite you to submit the BOT bids for LOT I1 including BOT Bids for Nagpur - Kondhali section of N H - 6.

4. The last date for submission of BOT bid of Nagpur - Kondhali Project has been kept as 21'' June 2005 (1400 hrs.). Also, sale of bid documents shall be kept open till the last date of submission i.e. 21" June 2005(up to 1200 hrs.) The BOT bid (OTHER SUBMISSIONS) so received shall be opened on the same day * (1600 hrs.).

~ Yours sincerely,

Encl: As above 4' (Ashok Wasson) Chief Gen al Manager (BOT)

t - -

S A . N ~ . 7 (.w 3\

. Phone 91-11-25074100/25014200

( ~ ~ 3 h ~ ~ ) Fax : 91-11-2~0935071250g3514 Extn : 2223/2318/2468/2553

National Highways Authority of India (Ministry of Road Transport & Highways) G-5 & 6. Sector-10, Dwarka, New Delhi-I10075

MOST IMMEDIATE

NHAI/BOT/11019/28/2003 June 13,2005

To As per the list (Bidders who have purchased BOT bid document o f N a g u r - Kondhali Section ofNH-6)

Sub: Improvement , Operation And Maintenance Including Strengthening And Widening of Existing 2-Lane Road To 4-Lane Dual Carriageway From Km 9.200 - Krn 50.000 of NH-6(Nagpur - Kondhali Seotion) In The States Of Maharashtra

-4' On BOT Basis - Invitation of BOT Bids, reg. - ADDENDUM N O . 2

Sir, In continuation of our letter of even no. dated 31/05/2005 issuing Addendum No.

1 for the above mentioned Project, certain queries/clarifications were received thereafter regarding the user fee applicable for the Local Traffic and Discount admissible to Frequent Users with reference to Point 12 mentioned at page 5-6 of Addendum No. 1.

2. Accordingly, the Bid Documents has been examined and Addendum No. 2 (copy enclosed herewith) incorporating necessary changes in the Instructions to Bidders (PART I of RFP) is hereby issued for consideration of the Bidders.

3. Further, certain clarifications were also sought in respect of amount of Bid Security for LOT - I1 Projects.

1-4 Accordingly, in the context of Bid Security for Projects under LOT - 11, you are requested

.! to follow as given below:-

(A) In case the BOT Bid is submitted for a single project, the following table shall be considered by the Bidder while submitting Bid Security:-

l~

National Highways Authority of India Contd. ... 2/- * * ~ , 7 i m m a ? a * m a . m l )

i

- .- I

(B) In case the Bidder submits Bid for more than one project under LOT - 11 and desires to submit a combined Bid Security in this regard, the following table shall be considered by the Bidder for Bid Security:-

Aggregate Sum of Total Project cost of the Bid security Amount . intended Projects for which bids are submitted U p to Rs. 250 crores 2% of sum of Total Project Cost More than Rs 250 crore and up to Rs. 650 Rs. 5 crores OR 1.5% of Aggregate -- - crore 1 sum of Total Project Cost, whichever is 1

higher. I More than Rs. 650 crore Rs. 10 crores OR 1% of Aggregate

'sum of Total Project Cost, whichever is higher.

4. Please note that Addendum No. 1 & Addendum No. 2 form an integral parts of the Bid Document and therefore the bidders must consider these Addendurns before submitting their BOT Bid Proposals under LOT - 11.

The last date of submission (i.e. 21/06/2005 at 1400hrs) remains unchanged.

,, Yours sincerely,

!!& : As above srsrht. W F F T / k S H O K WASSON

p -/ Chief General Manager v r n f f r r * M -

National Highways Authority of India 5: S m R . T(;m, Jlh & m)

-*$try 01 Shsppmg. Road Transport 8 Highwaji.; 1.. s r.1 R . ~ % ~ - I o . m. 'P: R?+tl - - . 5 . 6, Se. tor l J . D ~ a t l ' a . b ' - ' 7 3 ,

BETWEEN

SREI INFRASTRUCTURE FINANCE LTD (Formerly known as SREI

INTERNATIONAL FINANCE LTD), a company incorporated under

The Companies Act 1956, having its Registered Office at 'Viswakarma',

86-C Topsia Road (South), Kolkata 700 046 and its Corporate Office at

Ganga Jamuna, 28/1 Shakespeare Sarani, Kolkata 700017 hereinafter

referred to as "SREI" (which expression shall, unless repugnant to the

AND

ATLANTA LTD (Formerly known as Atlanta Infrastructure Ltd) a

company incorporated under the companies Act, 1956 having its

as "ATLANTA" (which expression shall, unless repugnant to the

context or meaning thereof deem to include its successors and assigns)

of the Second Part;

SREI and ATLANTA have been hereinafter, also referred to

individually as "The Party" and coIlectiveIy as "The Parties" in this .

document, as the context may require;

WHEREAS Govt of India (GOI) through Ministry of Road Transport

and Highways (MORT&H) vide its notice dated 191h March, 2003 had

floated a Request for Empanelment @WE) of BOT Entrepreneurs for

Four Laning of 10,000 km of National Highway (Non-NHDP

Programme) on Build-Operate and Transfer (BOT) Basis.

- - - - - 6 - -, 1 8

." 4' WHEREAS the Parties have formed a consortium(hereinafter~referred

to as "the Consortium") under the terms of MOU dated 24th April 2003

for ~ n ~ ~ a n e l m e n t under the RFE and also to submit proposals for the

Projects at the appropriate time and thereafter on being finally

awarded Project(s) to undertake the design, .engineering, financing,

procurement, construction, operation and maintenance of the Project(s)

on the terms & conditions to be agreed to under~a duly executed #

Concession Agreement and carryout all responsibilities as

Concessionaire under the said Concession Agreement.

4 WHEREAS the Consortium has been empanelled under P-20b category

by MORT&H and is.eligible to bid for the BOT Projects in the said

category.

WHEREAS vide the addendum to Part I of bidding document

(Instructions to Bidders) National Highways Authority of India

(hereinafter referred to as NHAI) has' clarified that MORT&H has

assigned the award of these Projects to NHAI and that the same

bidding process is now being carried forward by NHAI as

implementation agency and that the reference of MORT&H as the i r' implementing agency wherever appearing in the bid documents will . . I undergo necessary changes and instead should read-as NHAI.

WHEREAS NHAI has now invited detailed proposal for

Improvement, Operation and Maintenance including Strengthening

and Widening of Existing 2-Lane Road to 4 Lane Doal Carriageway

from Km.9.200 - Km.50.000 of NH-6 (Nagpur-Kondhali Section) in

the State of Maharashtra on BOT Basis (hekinafter referred to as the

I' "ProjecY).

f

WHEREAS the Consortium hnd agreed to pool in their expertise,

manpower, know-how, and resources to submit the detailed Prop&sal

for the Project, bid jointly, for the Project nnd if awarded the Project, to

undertake the design, engineering, financing, procurement,

construction, operation and maintenance of the Project on the terms &

conditions to be agreed to under a duly executed Concession

I Agreement

Now therefore the Parties agree to enter into this MOU, and think it

proper and expedient to reduce the relevant terms and conditions

thereof in writing.

This MOU witnesseth, confirm and declare as follows:

1) On such terms and conditions as may be mutually decided among

the Parties that

a) The Consortium will be known as ATLANTA - .SREI

(hereinafter referred to as the Consortium); .

b) ATLANTA and SREI be the Lead Technical Member and the

Lead Financial Member of the Consortium respectively;

i 7 c) The Lead ~inancial Member shall be responsible for

1 coordinating and arranging with all the Parties to file the bid for

the Project and thereafter on being awarded the Project take

t steps to finalize the Detailed Project Report, 4 , coordinating/arranging/finance at competitive and viable rates

for the Project on the best effort basis, in consultation with Lead

Technical Member and "shall also be responsible for financial

management and the creation of the Financial docun~ents of the

Project;

. L _ . Z d

v

. A d) The Lead Technical Member shall in consultation with ' h ad

Financial Member engage itself in the day-to-day co-ordination

and contact with the GOI/NHAI and MORT&H in the pre

award stage and shaU be responsible for general co-ordination,

advising on construction, designing, preparation- of detailed

project report and provide technical support in respect of

design, drawings, quality control and similar aspects of the

Project in final consultation among the Parties and play advisors

role in designing and selecting technical standards for the

Project i* consultation with NHAI and MORT&H once the

-t Project is awarded in clear compliance with the duly.executed

Concession Agreement for the Project;

2) The Consortium. for now, continue to maintain its administrative

office at the registered office of ATLANTA at Mumbai (hereinafter

referred to as the "liaison office") to carry out the objects of this

Consortium as hereinbefore indicated.

3) The Project and all actions in respect thereof shall be always in joint

I

consultation among the Parties herein who shall form a Core group

' K r to take decision in all the matters and advise Lead Technical

Member alid / or the Lead Financial Member from time to time to

I ;> help to interact with NHAI & MORT&H and comply with the

-10s ' other Project requirements. Each of the Parties shall be entitled to

1 -P$& nominate one member in the Core group. The member nominated

by Lead Financial Member shall lead the Core group. Any party

nominating any member to the Core group shaU only have right, to

remove such member ornominate any other in place of him at its

discretion and without giving any reason there for to the other .

-3-

. / 7 $ n L n -. I

- -

I

I

- - - _ t l 4) . The Consortium shall, within a reasonable time on being awaded

A the Project and in any case prior to the implementation of the

Project form a Joint Venture Company as a Special Purpose Vehicle

(SPV), to domicile the Project, which'wi~ be managed through its

Board of Directors and the Parties represented therein, in the ratio I

of their shareholding, read with 'Clause 9 & 10 of this MOU, and in

such an event this MOU shall continue only till such time as the

J SPV is formed and has signed the concession Agreement to

implement the Project and subsequently carryout all the

responsibilities as per the terms thereof. The Core group formed by

the Consortium may become Committee of Directors or a

completely new Committee of Directors may be formed to take ?-

over the activities of the Core group once the Board of Directors

(Board) is formed in the SPV and such Board approves of the same

. after its due. diligence as it may de& f i t

5) All the Parties shall equally share necessaqf fees payable at each

stage of the bidding as required during the pre-award stage of the

Project Any other expenses to be incurred 'during this period by

any party shall be borne by such party on its.own. The Bank

Guarantees to be provided for the Project whether under the terms

7 of the Bid Documents, Concession Agreement or otherwise shallbe

all arranged or provided by the Lead Technical Member. However,

I 3 -108 expeees the shared may -fees, be of the course, cost of on'the the bank award guarantee of the Project and submiGed the other '

1 v.' y .-p5>9'' to the'core group or the Committee of Directors as the case may be

for examination and recommendation to the SPV for its due

inclusion in the Project cost where the decision of the said

committee shall be acceptable by all the Parties without any

1 dispute or demur. - . , ,\... .,'

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, . , -,! . '1 , ;r . ., f5: lf.T?22; .;q , ~. . i <<;<:;:.:: 2 1 *$\.:,~..;k,. \.., -. .-Iq

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- - - -

6) All rules and regulations, implementation procedures, furber

contracts that may be undertaken by the Consortium shall be

decided mutually by the'parties herein together through the Core

Group or the Committee of Directors as the case maybe and

therefore any decision of any individual member without

discussing with the other member will not be binding on the

Consortium.

7) The Parties hereto shall be jointly and severally be liable in all

events for the execution of the Project strictly as per terms of the

Concession Agreement, in post award stage.

8) The Parties have noted the requirement of the Equity Share

Holding as per the RFE and bidding documents and agree to the

mjnimum equity share holding stipulated therein as per clause 9

hereinbelow. In the event of the Project being not awarded to the

Consortium, this MOU shall be terminated forthwith and

automatically. In such an event no member shall have any recourse

on any other member for any indemnity whatsoever.

9) The Parties hereby agree to hold the following minimum equity

shareholding:

Shareholding in '

i O/o '

Lead Technical Member 26

Lead Financial Member . 26

i The Parties also confirm that aggregate holding of the Consortium

Members and their associates in the issued and paid up equity I share capital shall not be less than 51% during the consh-uction

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period and for three years following COD and 26% d u r ~ n g the

balance operation period. F

The Parties also confirm that any dilution in the minin~um

stipulated equity holding of the SPV shall be with the prior written

approval of NHAI and the lenders.

10) The above shareholding may be satisfied by each of the Parties

and their associates together for the purpose and the quantum of

the contribution or the constitution of the holding may be altered

by mutual consent, but not be in deviation of the terms stipulated

in the RFE, Bidding document or the Concession Agreement.

11) The Parties shall carry ou t all the responsibilities as Concessionaire

in ternis of Concession Agreement with NHAI incase the

concession to undertake the Project is awarded to the Consortium. i

12) Nothing contained herein this MOU shall prevent the Parties,

independently or in a Consortium formed separately with any

other party or any outsider of its choice, for the purpose, to bid for

any or all the contracts including but not limited to the offer for

raising funds, merchant banking services or EPC or O&M

contracts, tendered by the SPV or any of its committee, sub

I committee or any other body formed by the said SPV, for the

execution of the Project and if found suitable on the basis of

w I selection criteria and conipetitive pricing, from being appointed as

such to execute the relevant contract or contracts bid for. The

selection process shall be in conformity with the generally accepted

international norms, transparent, free and fair and be disclosed to

all the contenders and conducted in an open tender method by an

independent body formed for the purpose by the Board of the SPV. . '.,, .

- - - - - - 64 ,

13) The Parties herein, on mutual consent niay sub-divide and sub-let

* the contracts so awarded to them to any other contractor or the

organisation of their unanimous choice to ensure the smooth and

timely irnplen~entation/execution of the contract and in such a case

no interference or preference over other be insisted upon.

14) Any disputes and/or differences that may arise between the

Parties either on interpretation, construction of language or

in~plementation of the Project and so on including breach, if any,

shall be settled by mutual discussions among the Parties

themselves and if the same is not settled within thirty days of the

occurrence of such disputes or differences the matter will be

referred to the Core Committee or a Dispute Resolution Committee

to be formed for the purpose by the Board of Directors of the SPV, '

as the case may b& and still if the dispute is not resolved with a

further 30 days the matter shall be referred to an Arbitrator solely

appointed for the purpose under the.provisions of the Arbitration

and Conciliation Act of India, 1996. Arbitration will be held in

Mumbai and the decision of the sole Arbitrator will be binding on

all the Parties.

15) hat any of the ternis of this MOU maybe amended, varied,

altered, deleted or added by mutual consent of the Parties hereof as

I per the requirement of the Project and/or as per the requirements

of MORT&H or NHAL

5- 16) The Laws of India shall govern this MOU.

IN WITNESS WHEREOF the Parties have subscribed their respective

hands on the day and year hereinabove mentioned. _. --- ._ ,.,.- If,;,. .< - 1.

J " &$ J $< \', <?! L,,t,;:y;<, '1 > i.; , -:, . :r;:,. . ., ' ,:;! , . :. % .

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\, .'.. \

\. l i , : .~$/'

Name : Vijay Nadkami NiuwSmeet K. MahGhwari 2%- o\- Des~gnation : Director Designation : Executive Duector

Witness :

& W T W BY ** Name : T- RLXVAR'CVX~-W.

SL".&~ 3 ~ 4 % on'? %f-Q

\\b -+\-a .p \* HQ. 4 3

-

mf fim w /phone ~~-r~.zso~4100~~0~~,,,

( r ih* ,R?=VR3Fr3 ihmTWi4) h l ~ a x : 91-11-25093507 1 ~5,3935,~

x National Highways Authority of India "xln: 2223 1 2318 1 24. I 2553

(Ministry of Shipping. Road Transport and Highways) *-5w 6, ~ Z - I O . ~ , ~ m - 1 1 0 0 7 5

i G-5 8 6. Sector-10. Dwarka. New Delhi-110075

No. NHAI/BOT/11019/28/2004/292 September 22,2005

M/s Atlanta - SREI (Consortium), 101, Shree Amba Shanti Chambers, Opp. Hotel Leela, Andheri - Kurla Road, Andheri (East), Mumbai - 400 059 Fax : 022 - 2838 2900

Kind Attn : Shri. Raihoo Bbarot, Chairman & Manapinn Director, Atlanta Limited

Sub: Award of Concession "Improvement, Operation and Maintenance including Strengtheninn and Wideninv of exist in^ Z-Lane Road to 4-Lane Dual Carrianewav from Km 9.200 - Km 50.000 of NH-6 (Namur - Kondhali Section) in the State of Maharashtra on Build, Operate and Transfer fBOT) Basis" - Letter of Acceptance (LOA)

Ref : Your BOT Bid dated 11.08.2005 and the Revised Grant amount confirmed vide letter NO. AL/BOT/NK-Ol dated 14/09/2005

Sir, This is to notify that based on your (i) Original Price Proposal dated 11.08.2005 and

(ii) Revised offer submitted vide your letter dated 14/09/2005 regarding "Improvement, Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Km 9.200 - Km 50.000 of NH-6 (Nagpur - Kondhali Section) in the State of Maharashtra on Build, Operate and Transfer (BOT) Basis" involving Grant of Rs. 57.11 Crore (Rupees Fifty Seven Crore Eleven Lacs Only) is hereby accepted by NHAI declaring you as the "Successful Biddet". The Concession Period is 20 years including Construction Period of 30 months.

2. In accordance with the Contract Clause 1.33.1 (refer PART - I), you are hereby requested to confirm us of your acceptance of this LOA within 15 days of its issue. Thereafter, you are required to execute the Concession Agreement within 30 days of your

I acceptance of LOA.

3. . Please note that the amount of accepted Grant is payable as per the conditions of the Bid Documents.

- . - - - - - 7 T R F f / A S H O K WASSON

Chld General Manager p k ? r m & ~ -

Nat10m.I Wghmy. Authority of lndla ~ ? m ~ t R B ~ * ~ m m r r ) :Anray d -no. Road Tranrpon 6 Highways) A- s pd 6 . ~ ~ 0 . m. =d Rcm - 7s G - 5 & 6. Sector 10. Owarka. New Delhi . 75 _ L:.:.

i ;:. ... :.. .. . . \_

1 . . . . .. . ,. \- . \ .. .

Contd. ... 2,/- (Letter No.NHAI/BOT/11019/28/2004/292 dated September 22,2005)

I 4. You are also required to furnish the Performance Security of Rs. 8.40 Crore (Rupees Eight Crore Forty Lacs Only) within the period expiring on the 30'& day from the date of issue of LOA but prior to the execution of the Concession Agreement (refer Clause 1.34.1 of PART - I).

5. In case of default on your part, action as stated in Clause 1.14.4 and 1.34.2 (PART - I) of Bid Document shall be taken.

I * Please acknowledge.

'-1 Yours faithfully

J Ashok Wasson Chief Ge era1 Manager (BOT) I

m / A S H O K WASSON

~a t ions i Hlghwayl Aulhorily of lndta ~ h l ~ ~ ~ a m ~ m , :,nortry of smwtng. R o . ~ Tnnrpon 6 Highwsvs)

,I- 5 pd a,*-10. m. ;rf M - 75 - 5 & 6. Sector 10. Dwarka. New Delhi - 7'

a-m'mv. EXTRAOrgINARY

Wl n - n 3-FT-7TJZ (ii) , PARTII-Sebion3-S~f ioof i i ) . - * ..it '6.

:.PUBUSIUW BY AIWORW . ~i. 11801 . a . m , ~ ~ ~ 1 0 , ~ ~ 1 ~ , 1 ~ ~ ~ Na 1180) NEW D q W A Y , 'NOVEI~~IERIO, ZOOYKARTIKA 19, ,1927 '

L ; 2 ,.:..' *-,,.&-&d*. : q , > r "' cw-*.iiiaiwj :. ~.

-c*wv&i

~ ~

I

?m4l'fzn* I m 3 l m m m ,I' I m 3i.

1 .

svjmiq $I *] .* d Ti. 10. ".

15, @. 20, d. 21(0..000 f3i.q. 3 0.870

, %.a. '%?I T3kZ+$, *. 22 [ 10.890 %.a. * 1 I

20. m d 3i. 1 [ 212.000 *.a. + /m ?Fa m 387.100 f3irft. ?Trfi (-/M d h l a I I -033. 407.100 %.a. 456.100(*~-

ms ti. ?FmPfm* ~ ~ 7 1 i l ; r m

24 ?T@'ZI W W V f d. 2*, d 7, 11[17.756%.~. T3iT?Fh?F4-

$42.525 k.4. iWi ( m - 8 R . m * )d &$?TI ,d. 19, * 24 [27.62 %.*. ft 166.65

%.#. am. ( m m m 3 am. Rat my3 3 f h m * ? f t - ~ 4 ) ~

Sn m: VTiT & WlT3 4 W.W 8. 1096(3T) 3Th 4 4, 2005 I FW Rmrfma * 3ft3- W.W W. 1398 (a) 3Th 27 2005 @?I

- . A s i t u . r h m ~ r

MINlSTRY OF SKIPPING, ROAD TRANSPORT AND ETCHWAYS mmtd L d m r t a n d ~ s r a ~ )

(F andMSECnON) f

NOrnCATION NewDdh fhe IOthNwwnber, 2005

S.O. 15840.-In exerase of the powers wnferred by Sectlon 5 ofthe National Highways Act, 1956 I

(48 of 1956). the Central Government hereby makes the following amendment in the notification

Of h e Government of India in the Ministry of Shipping, Road Transport and Highways number I I S.O. 1096 (E), dated the 4th August 2005, namely: -

In the Schedule to the said notification: -

(a) for serial number 8 and the bntries relating thereto, the following entries shall be substituted, namely: -

I

SCHEDULE . ,

Serial Number

I

8

,

Description of National Highway Name of the State

are situated within the State of Haryana and National Highway No. 71A.

So much of Nat~onal Highways No. 10, No.21A. No.22 (excluding from Km

5.735 to km 10.890 km), No 64, No.65, No.71, No.71B, ~ 0 . 7 2 and No.73 as

of Haryana

Gcvernrnec? I State

Government

I

(c) for serial number 14 and the entries relating thereto, the following enfries shall be substituted, namely: -

' I r;

, ,

Serial Number

13

, .

I

L

- "

. Description ofNational Highway

; , :.

So much of National Highway No.3-[excluding from Km 12.60 to 84.70.

(Indore -Kalghat), Km. 60.000 to Km. 103.000 (RajasthanNadhya Pradesh

Border to Gwalior) and~from Km. 319.700 to Km. 332.100 (Guna Bypass)],

National Highways.No.7 [excluding from Km. 400.544 to Km. 651.500

(Lakhnadon to*Madhya Pradesh/Maharashh Border)], National .Highway

No.12, No.IZA, No.27, No.59, N0.69 and No.75 [excIudingfrom Kni. 0,000

to Km. 90.000 ( h m Gwalior to Madhya PradeshRTttar Pradesh Border)]

and No.76 [excluding from Km. 0.000 to ~ m . 30.000 (Madhya Pmdesh to

-Rajasthe Border to -Shivpuri)], National Highway No.78, ~0 .79 , '~0 .86 and

No.92 as are situated within the State of Madhya Pradesh and National

Highway No,59A.

Serial , Number

14

,

. . . . Name o f the

State Government State Government of Madhya Pradesh

,

Description of National Highway

So much of National Highway No.3 [excluding from Km. 561.0 to Km.

585.0 60m Junction with NH 4 to Mumbai, from Km. 380.000 to Km.

Name of the State

Government State

Government

265.000 (Pimplagaon-Dhltlrf a_?d K m 539.5% Z Kiii :JO.OCO Fadape- of

Gonde)], No.6 [excluding from Km 9.20 to KmlOO.OO ( Nagpur-Talegaon)] Maharashtra

and Km. 149.80 to Km. 166 0 (Amravati bypass), National Highway No.9,

No.13, No.17, No.69 and No.222 as are situated within the State of

Mahaashha and National Highway No.50 [excluding from Km.12.190 to

I I

Krn.42.000 (Pune-Nasik sect~on)], No.204 and No.211.

I SCHEDULE - . I . 1

- Km.387.100 (IJaryanalPunjab Border to Jalandhar), from Km.407.100 to I Km.456.100 (Jalandhar - Amritsar)] National Highway No.10, No.15,

No.20, No.21 (excluding from km.O.000 to km 0.870) No.22 [excluding

a

(e) for serial number 21 and the enfries relating thereto, the following entries shall be substituted, &ely: -

from km.10.890 to km 39.960)J No.64, No.70 and No.71 as are situated

within the State of Punjab and National Highway No.95.

SCHEDULE

Name of the State

Governmeot State

Serial Number

. 20

.

Description of National EIighway

So much of Nat~onal Highway No.1 [excluding from Km. 212.000 to

j,

I I Kin. 366 to Km. 396) and Ajmer to Udaipur (excluding from Km. 0 to Km. I Government I i. I 1263.500)], No.1 l [excluding from Km. 42.525 to Km. 228.000 (UP/ I ofRajasthan 1 I a

i

Name o r t l ~ e State

Government State -

Serial Number

21

I 1 Rajasthan Border-Bharatpur-Mahua-Jaipur)], National Highway No.LIG I

Description of National IIighway

So much of National Highway No.8 [Kishangarh to Ajmer (excluding from

! ! No 1 l B , No 12; No 14 [excluding from Km. 246.800 to K m 306.000 ( !

I (Pindwara-RajasthanIGujarat Border section)], No.15. No.65, No.79

(exclud~ng from sectlon Nasirabad to Chittorgarh) and National Highway 1 i No.89, No.90, No.1 12, No.] 13 as are situated within the State,of Kajashan 1 i 1 l I

and National Highway Nos 114 and 116. 1

? Serial Dewription of National Highway Name of the Number State

Government

I 24 So much of National Highway No.24 No.7, No.1 l [excluding from Km State I I 1 17.756 to h 42.525 (Agra - UPhjasthan Border)] No.19, ~ 0 . ~ 4 . 1 Government

[excluding from km. 27.62 to km. 166.65 (Ghaziabad to Moradabad of Uttar

including.tEapurand Moradabad bypasses) and R0.B. at km. 180.3251,and Pradesh

from Km 488.27 to ,$n 413.20 (Lucbow - Sitapur)J,' No.27 [excluding

from Km. 0.000 (Km. 21 1.700 of NH No.2) - to Km. 5.410 (new akgnment of

NH 27)], No28B;No.58 [excluding from Km. 52:250 to Km. 131.000

(Meerut-Muzafknagar)J, No.72A, No.73, No.74, No.75 [excluding from

kin. 90.00 to km. 103.00 (SAW h m Madhya Pradeshlllttar Pradesh - border to Ihansi)], National Highway No.76, No.86, No.87 (excluding a

\ Minor bridge at Km. 8 and a Major bridge at km. 30.050), No92 and No. L 19

as are situated within the State of Uttar Pradesh and National Highways

No.24A, No.29 (excluding Gorakhpur-Pharenda-Sonauli section), No.56,

No.91, No.9IA, No.93, No.96 and ~ational Highway ~0.97. I . .

YdNate: The principal notification was published in the Gazette of India vide number S.O. 1096 (E) dated the 4th August 2005 and subsequently amended vide number SO 1398(E), dated the 27th September 2005.

. . . . . . . . ,, T,.? <; ; . . .. -:.c,,4e.. . . , ,&, ..3?: , .7:-,7 '. '. , ?;:,+tw? ..-* .. .: I ,.: .:.. %. . . . 'I~y!:;i~I:~,':q$~ly~zyppP"yy.' $9 .+;.; $*:::;::: . . , ,:. . , .d:..; . . . <is ,,

. . [W. d. 7T.~.-l4012/16/2005-'&&Q]

mm.w+m , .

' NrnCATlON Ney Dg-k the 10th November, ZOOS -

S.O. 1585(E).-In exercise of the powcrsconferred by W o n 1 I of the National Highways Authority of ~ndia Act, 1988(68 of 1988), the Central Government hereby entrustsxe stretches, specified in column (3) of the Table below (hereinafter referred to as the said Table) of the corresponding Section as mentioned against it in column (2) of the said Table, of the National Highway as described in column (1) of the said Table, to the National Highways Authority of India.

TABLE

National 1

I I - ' Highway Section Stretch in Kilometer I- I

No. (1) 1 3

I - I

I Pnnled hV Ihc Mmagcr. t iox1 of Indm Rsrr. Ring Road. Mayapur~. New Dclhn 11006d and hhlorhcd b) U c Centrollcr or Puhl~cattonr Ucllu-1 10074 -P

21 22 24 .

(2) Jhalandhar - Amritsar

Indore - Khalghat

(3) Km.407.100 to Km 456.100 Km.12.60 to Km 84.70

6 I ?Jaagpui - Kundhali- Talegao~l I I I ' Agra-Bharatpur

Ambala - Chandigarh Ambala - Chzhdigarh

Lucknow - S~tapur

h 1 . 9 20 iu IGn. 100.00 Km.17.756 to Km 63.000

Km.0.000 to Km 0.871 Km.5.735 to Km 39.961 Km.488.27 to.Km 413.20 '

... 101, Shree Ambashanti Chambers, Opp. Hotel I.ee!a, Atrdheri Kuda Road Andher1 (East), Mumbai - 4W 059

Tel: 022-283S?929;fhc 022-28.38?900 Emil: a < h . e n ? . ? ~ s i ~ l . ~ ~

$ 23'd November, 2005

National Highways Authority of India G-5 & G-6, Sector 10, Dwarka, -', New Dellu - 110 075 Tele Fax : 91-11-25093524

Kind attn: Shri Ashok Wasson I Chief General Manager (BOT)

Name of Work : "Improvement, Operation and Maintenance including Shengthening and Widening of Existing 2-Lane Road to &Lane Dual Carriageway from Km.9.2M)-Km.50.000 of NH-6 (Nagpw - Kondhali Section) in the state of Maharashha on BOT basis." Ref : i ) Your letter No. NHAI/BOT/11019/28/2004/292 dated 22.09.2005.

ii) Our letter No. AL/A52/NHAI-NK/BOT/3122/2005 dated 5.10.2005 ii~) Your letter No. NHAI/BOT/11019/28/2004/457 dated 18.10.2005. iv) Our letter No. AL/A52(a)/NHAI-NK/BOT/3178/2005 dated 21.10.2005.

n v) Your letter No. NHAI/BOT/11019/28/2004/473 dated 28.10.2005. .&, vi) Your letter No. NHAI/BOT/11019/28/2004 dated 18.11.2005.

Dear Sii.

Please f'nd enclosed the Bank Guarantee as under as per the modified format of Perform tnce Guarantee received under your letter dated 28.10.2005.

I With the above two Bank Guarantees we have provided NHAI Bank Guarantee of Rs.8.40 Crores till financial closure period. The documents: sought for in your letter of 18.10.2005, are enclosed in various Amexures as under. We regret delay in submission of the dmments since the SPV had to be constituted and registered by the R.O.C. and there had been too many holidays involved such as Dasara, Diwali, Idd etc.

1

2

1 2.0 CONSTlTUTION DOCUMENTS FOR FORMATION OF SPV: I

Enclosed as Annexure No. C.

-

Bank Guarantee No. 5031305 BG 0000725 of Rs.5.04 Crores from State Bank of Patiala, Nariman Point, Mumbai - 25 valid upto 22.1 1.2006. Bank Guarantee NO. 5031305 BG 0000726 of Rs.3.36 Crores from State Bank of Patiala, Nariman Point, Mumbai - 25 valid upto 30.06.2006.

... /,I

.- I-..

Annexure No. A

Annexure No.B

3.0 CERTIFICATE FOR COMMENCEMENT OF BUSINESS :

Enclosed as Annexure Nos. D l & D2.

4.0 REGISTERED ADDRESS OF CONCESSIONAIRE:

Balaji Tollways Limited 101, Shree Ambashanti Chambers Opp. Hotel Leela, Andheri Kurla Road Andheri (East), Mumbai - 400 059 Tel : 91-22-28382929 Fax : 91-22-28382900 Email : ail~enQvsnl.com

5.0 INTRODUCTION LElTER FROM AUTHORISED SIGNATORY OP M/S.ATLANTA-SREI (CONSORTIUM) TO INTRODUCE THE SPV:

Enclosed as A n n e m e No.E.

6.0 BOARD RESOLUTION OF SPV MENTIONING THAT THE NEW SPV IS AUTHORISED T O EXECUTE THE CONCESSION AGREEMENT AND NAME OF AUTHORISED SIGNATORY FOR EXECUTION OF THE CUNCESSION AGREEMENT O N BEHALF OF THE SPV:

Enclosed as Annexure N0.F.

7.0 LEGAL OPINION OF BEHALF OF THE CONCESSIONAIRE THAT IT IS DULY ORGANISED AND AUTHORISED T O ENTER INTO THE CONCESSION AGREEMENT (REFER CLAUSE1l.l (I), (11) AND (111).

Elclosed as Annexure N0.G.

8.0 THE BOARD RESOLUTION OF TIiE CONSORTIUM MEMBERS CONFIRMING 1NVESI'ME.W DECISION AND FOIWlATlON OF A SPV INDICATING NAMES OF DIRECTORS AND AUTHORISED SIGNATORY OPI BEHALF OF THE CONSORTIUM.

Enclosed as Annexure Nos.Hl & I12.

9.0 AN UNDERTAKING FROM MEMBERS OF THE CONSORTIUM MENTIONING TIIAT THERE W L L NOT BE ANY DILUTION IN EQUlTY SHAREHOLDING AS PER CLAUSE Il.l(XII1) O F CONCESSION AGREEEMNT

En( losed as Annexure Nos.Il&IL

-

= 3 =

10.0 PROJECT MILESTONE AS PER SCHEDULE *N' DULY SIGNED BY THE .-f AUTHORISED SIGNATORY OF THE CONSORTIUM

Enclosed as Annexure N0.J.

4 Thanking you,

I Yours faithfully, For Balaji Tollways Limited

i L&&, , D I R E C T O ~ Encl : as above.

&

i . i Y i

I I i i

. I

I * I

...I-. .:> 1

I . ' . .' ,. \ i

\ i

I ,, .~~ .. . .

t ",' .- 5z '# < v. . '\\.6,' (A e : 3 - 3 3 i

3 -

-

. .,...., ,, > .;>..-.. ....;$, . - ;;.a:. , . . ,:v$FJ&xmv ?.;,. , ; *,, a >,.+4?#. .. . ,.. '. . ' i. .' . a,..

.., , :,<, !>..,, ' ,::,<> , ,!;* Y . ? . .<: .., ..,,,>,.:':.

/

state. Bank of Patiala COMMERCIAL BRAHCH

Atlanta, I st Floor, Nariman Point Mumbai - 400 021.

Phones : 2284 4176.2285 6625 F a . 022-2285 6626

Dear Sir,

OUR BANK GUARANTEE NOS%PM#W 331;3 o SB C W ? ~ C DATED ~ 3 ) 1 ) 1 0 5 FORRS ~ ~ L w ) D o o ~ - - ISSUED ON BEHALF OF J)Sh L U ( ~ ~ ' d * Thls is to confirm that we have issued / e z h d e d the Captfoned Bank guarantee rsetred In

your favour, and the same IS valfd up-to ~31))) %&U 4 The last date of lodgement of clam 1s +I) ) 229% 6 The gl~arantee has been signed by Shrl .4 J. 6 X m and Shr~ /n ?.t?bu+ TO YO /

who are authorlsed to slgn the same on behalf of the Bank. K~ndly note that for the purpose Of comrnunlcatlon the above address has been recorded at our end and any comrnunicatton addressed 1 advlsed on the above address mll be treated as final

Yours faithfully,

. . . . . . . . . .---- . I

$:,? .+ : imp3+-i , 3 , ,:.,:, :.'.> . . . <:..:, , -;..-: .,.>:

'1 0 WOV 20% ?), . . . . : ' , 1. 7 . ,,:,,, 4 s s t

. ,.. 31+4L' ~ u n ~ : o ~ ~ + ~ i ; c k , ~ . , ir 248 7,::,:, .. n . ' ' :

-. &,rfl, 14lYgy.m.

Ii BANK GUARANTEE FOR PERFORMANCE SECURITY

l$rom:State Bank Uf Patfala, Commercial Branch, I I

'RTLANTA', Nariman Point.

--Y To: Chairman,

ational Highways Authority OX India, fs- 5 & 6, Sector 10, Dwarka, New Delhi 110 075. dele Fax. 011-2509 3524. _,I'

, -,:. L.: .....

8 . i I =2= I \ r NHAl vide Letter No.MHAI]BOT/ 11013/2%/200?]!2%2 dated 22.03.2005 issued

k t e r of Acceptance (LOA) to M/s. Atlanta - SREl Consortium (the 'Consortium") for Impror~ement, Operation and Mdntenance including Strengthening and ~rridening of i

I existing 2-Lana Road to I-Lane Dud Caniagcu.ay from Km.9.1M to km 50.000 of NH- LC,,; b agpur - Kondhali Section) in the state of Maharashtra on Build. Operate and s f 7 ' i s h e o j e M/s Atlanta - SREl bsor t i i r rn has confi*l t cir acccptancc to thc said LOA of NHhl vidc thcir Lcttcr No.hL]h52/NHhl- &/BUT/3121/2005 dated 05.101005 M / s Atlanta- SREI Consortium has promoted and incoqmratcd a ,Specid PLI-SP Vehicle in the fonn of a limited lliahility cnmp~my &aji Tollways Limited, 101, Shree Ambashanti Chamber, 0pp.llotel Leela, Andheri Kurla Kqad, Andheri East, Mumbai 400 059(the 'Concessionairel to enter into the C$mcession Agreement for undertaking, inter alia, the Project and to perform and d~scharge all its obligations thzrcunder.

i ..................... 3 I.

- - ,.>>.. , .. ', - , .. .>'.li'." .-:? , , ., , .. . . ,,, . >.,,, ;*.<- . . . , , ,., .:.r,:.r, yrq$:e,.:.:.;.;: .. ,,': ',.' ' ..- . ' .,.. .. :: .:f;y!q;qg#$?j:?i.i . . -i?y;:;v:

1 ' . . B

=3= - . . ,. . , , . 3 . .

.. . .., : . . , , ,

-r' B.The Chcessionaire is required to give ~ ~ k h l " ) n guarantee by d i&agn&bank or financial institution based in India in the sum of Rs.8,40,00,00C/-Undian Rupees Eight C m Forty Lacs Only) till Financial Closz and Rs.5,04,00,000/-(Indian Rupees

I Five Crore Four Lncs Only) thereafter as security for compliance with its obligations under the Concession Agreement during the Construction Period. C. The Gtramntor has a p e d to give NHAr the ahovementioned gziarantm on the terms sct out hcrcin. '

GUARANTEE

i This deed of guarantee executed, by the State Bank of Patida constituted under State Bank Of India(Subsidiary Bank's Act, 1959) having its Head Office at the Mall, Patiala 147001 and amongst other places, a branch at 'ATLANTA', Nariman Point, Mumbai 400 02I(hereinafter referred to as the BankJ in favour of National Highways Authority Of India, GS(k6, Dwarka, New Delhi 110 075 [hereinafter referred to a s the Benificiar-I) for .an amount not exceeding Rs.5,04,00,000/-OnlfiRupees Five C.mre Four Lacs OnIyJ at -thz request of M/s Atlanta Limitzd, a member of M / s AtIanta - SREI Consortium, 101. Shree Ambashanti Chambers, Opp. Hotel Leela, Andhen Kurla Road, Andheri west, Mumbai 400 059.

4- 4

1.We State Bank Of Patiala, Commercial Branch, 'ATLANTA', ~arnan Point, Murnbai 400 021( the "Guarantor") with its mgistered/head Office at The Mall, Patiala 147001, u~~cur~rli l io~~dly guar.arrLee Lo pay NHAI upor1 firs1 wliL1e11 de~r~arld mlrl willrout ar~y deduction any claimed by NKAI upto a maximum of Rs.5,04,00,000/-{Ind~an Rupees Five Cmrz Four Lacs Only) (the Quaranteed Sum"] subject to the conditions set out below. 2. The Guarantor unconditionally and irrevocably promises to pay on demand the Guarmteed Sum, without protest or drt~lur whatsoever upon the receipt of a wt-itten demand from NHAI, which shall be final and conclusive as against the Guarantor requiring the Guarantor to make the payment to NHAI.

3. The Guarantor waives any requirement that NHAl demand any debt or payment from the Concessionaire before presenting it rr~ith a demand under this Guarantee.

4. NHAI shall notify the Guarantor of its demand for payment of the Guaranteed sum withollt any dedrlction nf what.sw.vc:r nature and wit.ho+~t. reie.w.nc:e. t.o any daim or

j Y countcr claim or sct off, in accordana with Uic Conccsaion Agrccmcnl, Such notification by NHAI, shall be conclusive and binding on the Guarantor. 5. Upon e.ncashment and appmpriation of the whole or any pxtion of the Gumante.& Sum by NZlAZ in accordance with ihe Concession Agreement, the Guarantor shall be

I obliged to replenish the existing Guarantee or provide fresh guarantee of the Guaranteed Sum and the Concessionaire is deemed to have made the request for such fresh guarantee upon the execution and furnishing of this Guarantee in the first instance, 5. No underlying dispute as between NHAI and the Concemionaire nor any pending appIicativn for interiln 1~1ief or arbitration plrjc-eedings or other Iegd proceeding shaI1 constitule any ground for prevention, delay or obstniction Ibr making payment to NHAI by the Guarantor and the existence of any dispute or differences or claim in ar.biL~-aLioil or oll~erwise shall IIUL cotlslilult: any groulld I'or I I U I L - ~ ~ ~ I I I ~ I I I 0 x 1 Clliv Guarantee.

" "II.

I

I . This g u m t e e is valid and effective frqm its date. This gumahtee and the Guarantor's obligation under it will terminate on the Commercial Operations Date of the Roject a s advised to the Guarantor in writing by NHAI. Ho~rlever the Guarantee shall ;be re1,msed enrlier by NHAl to the Concessionaire, upon contribution of the Equity (excluding) Equity Support, if any by the Shireholders of the Concessionaire to the extent of lOO%and 11pn the Cmnrzssionaim having expended on. the Project and paid out an aggrcgatc sum of not lcss than 20% of thcTofal Projcct cost as cctiificd by

i the Statutory Auditors of the Concessionaire but provided the concessionaire is not in br+ch d this Agreement or the Cnncession Agreement. 8. The Guarantor agrees that its obligation to pay any demand made by ~ 1 1 ~ 1 before the te-inatiori of this Guarantee will continue &ti1 the amount demanded has been & paid in full. 9. This Guarantee shall be valid and effective u ~ t o 22:11.2006 (Date of Validitv of the Bank Guarantee for Performance Security) fo; enabling N H A ~ to lodge a ck rn fo w@.i'L

2.9 payment under the Guarantee till the date of expiry of the term of the Guarqtee. The k Guarantor shall Ix obligated to make payment upon the Guarantee forthwith on demand, if the claim is Lodged within the ctaim validity period and the obligation to pay is subject to normal limitation for payment of claim upon a guarantee. Time is of esserlw Tor payrr~erlt arrd iri Lhc cve111 uf Tailur.t: Lo rrlake paytrlcr~l, Guiu.m~lu~. sl~all be obligated to pay compound interest a t 2% above the prime lending rate of the ,Guarantor institution, compounding quarterly in the event of the Guarantor's failure Lu rrrake payr~ler~l up011 Lire Guar-mlee lor iuiy reason wl~alswver. Pay~rler~l ol irller~sl .as provided is no excuse for delayed payment or non- payment of the Guaranteed Sum. 10. No change in the constitution of the Concessionaire or of the Guarantor shall be a ground for release of the Guarantee. and no variation in the concession agreement rllnde post selection of the bidder, or post 'tndcing of the bid, slldl constitute a variation, which would, subject' to the terms *and conditions of this ap-eement. discharge the Guarantor. The Guarantor shall notwithstanding such change, be bound to make payment upon the Guanntee on Demand.

State Bank of Patiala COMMERCIAL BRANCH

Atlanta, 1st Floor, Nariman Point, Mumbai - 400 021,

Phones : 2284 4176,2285 6625 Fax : 022-2285 6626

i Dear Sir,

OUR BANK GUARANTEE NO CM'U11111 33&5& emso 7% DATED 23) do.^ FOR RS 33 6 0'0 8- j - ISSUEDON BEHALF OF &\l~& a '

I This is to confirm that we have issued I exbnaed the Captioned Bank guarantee iswed in C3

your favour, and the same is val~d up-to d & / @ 6 The last date of lodgement of clam IS 06

I

The guarantee has been signed by Shr~ /d cl fd * K~WETLVQ

and Shr~ /u,eeln*4, ,A

who are authorised to sign the same on behalf of the Bank. Kindly note that for Ule purpose of wmmuntcation the above address has been recorded at our end a d any wmmunication addressed I advised on the above address will be treated as final.

Yours faithfully.

(Cre:I~t delivery)

5 MAHARASHTRA *r 6. nd m a , mTB F 0 5 2 1 9 4 n

S f *T& 6?9@~;3 %a3 EI*T, t o o o r ~ i - - G NOV 20fk Dmmft ilr, qwsr, ett (+) W.Q -. 4588 I ~ 7 m i . . . . . .

-.. . 1 4 ov &,Jj 248 j ~ ~ ~ ! ? % < G ~ ~ : ~ ~ pki& 1 .... o i ~ r q Ti -r fhm.

i $

t a k firkanft

I

$ BANK GUARANTEE FOR PERFO-ANCE SECURITY

:&ate Bank Of Wffulu, Commercial Branch, Narimun Point,

Mumhat 400 021. 1

Na ional Highways Authority OP India, d G- & 6, Sector 10, Dwarka, New Delhl 110 075. ~ e % Fax. 011-2509 3524.

Guipantee Amount O f Guarantee-

A --7+ +>\

I J il I A. NHAI vide Letter No.NHAI/BfT/ 11019/28/2004/292 dated 22.09.2005 issued -f Leper of Acceptance (LOA) t o M / s . Atlanta - SREI Consortium (the 'Consortium") for ,r Improvemenl., Operation and Maintenance including Strengthening and widening oi

existing %Lane Road to 4-Lane Dual Carriageway from h.9.200 to km 50.000 of NH- 6 ( N . ? g p ~ r - Kondhali Sectinn) in th? sstntc of M.?h.?m.vht%? nn R ~ ~ i l d , Opmtntc and Trgnsfcr (BOT) Basis (thc "Projcct"). M/ s. Atlanta - SREI Consortium has confirmcd th& acceptance to the s a ~ d LOA of NHAI vide thew Letter No.AL(A52/NHAI- N ]ROT/31M/2005 dated 0.5.10.2005. M/s . Atlanta- SREl Consortium has promoted &I$ incorporated - a Special h v s e Vehicle in the form of a limited liability company B a j ~ Tollways Limited, 10 1, Shree Ambashanti Chamber, 0pp.Hotel Leela, Andheri K 9" la Road. Andheri East, Mumbai 400 059(the 'C~ness iona i re ) to enter into the Concession Agreement for undertaking, inter alia, the Project and to perform and di&harw all its obligations thereunder.

B. The Concessionaire is required to give PNH~I" ) a gunrantee by a recognized bank or financial institution based in India in the sum of Rs.8,40,00.000/-(Indian Rupees Eight C m Forty Lacs Only) till Financial Close and Ra.5,04,00,000/-(Indisn Rupees Five Crore Four Lacs Only) thereafter as security for compliance with its obligations

I under the Concession Agreement during the Construction Period. C. The G11arantor has agreed to give NHAI the nhovementiond p ~ a n n t e e o n the terms 3 sct out hcrcin.

GUARANTEE This deed of guarantee executed by the State Rank of Patiafa constituted under State Dank Of lndia(Subsidiary Dank's Act.1959) having its Ilead Office a t the Mall, ratiala 147001 and amongst other places, a branch a t 'ATLANTA', Nanman Point, Mumba

li 400 02l(hereinafter referred to a s the Bank) in favour of National Highways Authority Of India, Ga6, Dwarka, New Delhi 110 075 (hereinafter referred to as the Benifici-1 for an amount not exceeding N~.3,36,00,000/-OnIy(Kupees 'I'hree Crore Thirty Six Lacs Only] a t the request of M/s Atlanta Limited, a member of M / s Atlanta -SREI Consortium, 101, Shree Anlbashanti Chan~bers, Opp. Hotcl k d a , Andheri Kurla Road, Andheri west, Mumbar 400 059.

1.Wa Slale Balk Of PaLida, Coiiui~ercid Bi-dlch, 'ATLANTA*, Ntuiri~arl Poiill, Mur r~b i 400 02 I( the lGuarantor") with its registered1hea.d Off~ce at The Mall, Patiala 14700 L, unconditionally guarantee to pay NHAI upon first written demand and without any daduclioi~ sly clai~i~ed Ly NHAl uplv a rr~uirr~uin u1 Rs.3,36,00,000/-(lrldiiill Rupccs Three Crore Thirty Six Lacs Only] (the " G u a r a n t d Sum") subject to the conditions set out below. 2. The Guarantor unconditionally and irrevocably promises to pay on demand the Guaranteed Sum, without protest or demur whatsoever upon the receipt of a written denland fiun~ NHAI, which shall be find and conclusivl: a s against the Guarantor requiring the Guarantor to make the payment to NHAI.

3. The Guarantor waives any requirement that NHAI demand m y debt or payment from the Concessionaire before presenting it with a demand under this Guarantee.

4. NHAI shall notify the Guarantor of its dcmand for paymcnt of thc Guaranteed sum .

without any deduction of whatsoever nature and without refererice to any claim or norint.er daim or net. nif, in a r*~~danc -~ . with the Clnnceu~ion Agy.f:ment.. Such notification by NHAI, shall bc conclusive and binding on thc Guarantor. 5. Upon encnshment and appropriation of the whole or any portion of the Guaranteed Sum by NHAI in acmrciance with the ~.&ncession Agreement, the Guarantor shall be obliged to replenish the existing Guarantee or provide fresh guarantee of the Guaranteed Sum and the Concessionaire is deemed to have made the request for such fresh ,warantee upon the execution and furnishing of this Guarantee in the first instance. 6 . No underlying dispute as between NHAI and the Concessionaire nor any pending application for interim relief or arbitration proceedings or other legal proceeding shall constitute any gmund for prevention, dday or obstiuction for making payment to NHAI by the Guarantor and the existence ot' any dispute or differences or claim in

E arbitrati.on or otherwise shall not Guaar~ltx.

/ ; . ! D-'3

7. hi$ guarantee is valid and effective from its date. This guarantee and the Guarantor's obligation under it will terminate on the Commercial operations' Date of the Project as adrised to the Guarantor in ~vriting b~r NHAI. However the Guarantee s h d be released w l i e r by NHAI to the Concessionaire, upon contribution of the Equity (excludmd Equity Support, if any by the Shareholders of the Concessionaire to the extent nf 100% and r l p n the Concession~irx having expended nn the Pmject and paid out an aggrcgatc sum of not lcss than 20% of thc Total Projcct cost as ccrtificd by the Statutoq Auditors of the Concessionaire but provided the concessionaire IS not In breach of this Agreement or the C4ncession Agreement. 8. The Guarantor agrees that its obligation to pay any demand made by NllAl before the termination of this Guarantee wlll continue until the amount demanded has been paid in lull. 9. This Guarantee shall be valid and effective upto 30.06.2006 (up to the date of Financial Close] for enabling NHAI to lodge a claim for payment under the Guarantee till the date of expiry of the term of the Guarantee. The Guarantor shall be obligated to make paymeilt upon the Guarantee forthwith on demand, ii the claim is loclged within the c h m val~ddy period and the obhgat~on to pay is subject to normal timitatin for payment of claim upon a guarantee. Time is of essence lor payment and in the e t n t of lailurr: to rrmke payrr~ar~l. Guar-c~lor. shall be obligald to pay co~rrpourrd i11Le1r:sL aL 2% above the prime Lending rate of the Guarantor institution, compounding quarterly in the event of the Guarantor's failure to make payment upon the Guarantee for any Ir:asoxi wl~alsocver. Pay111enL or iriLerasL as p~uvided is 110 excuse Lor delayed payrrle11L or non- payment of the Guaranteed Sum.

10. No change in the constitution of the Concessionaire or of the Guarantor shall be a ground for release of the Guarantee and no variation in the concession agreement mode post selection of Mle bidder, or post niaki~lg of the bid, shdl constitute a variation, which would, subject to the terms and conditions of this agreement, discharge the Guarantor. The Guarantor shall notwithstanding such change, be bound to make payment upon the G u m t e e on Demand.

I I. The Guarantor agrees that no change, addition to or other rnodifjcatjons to the tcrms of thc Concession Agrccmcnt or to any documcnts which havc or may bc madc between NHfiI and the Concessionaire will in any way release it from any liability ~rnrler this Grrarantee and th.?t it waives any reqlfirement for notice of Any s ~ ~ c h changc, addition or modification.

_ . I.

. ~ . .;. ( - .-., . '. ;.: =5= ' ' .. , . .4-**&.&:>7 . ~J.&.$+S~:?.:,:$ : ,.,

., .( ' ' ..: . . _, ' . . , , , . . a

. ' < I ,. . *Li, ., " , _ . . . ..s : : ..-.. ,.,. ,.' - y b- .: ,. .',,,, :,.,-..-,. . . . .-..-.c-,. ?.,.. . . . - . : . :, . \ . . , , . , . .... , ,, ,. .$::;;s?, ,: ,; . \,. :;:;; - . .A . , . ... "-, , . . . .)., .: - . . . - . .,. .,.,.,.

l2;~li" Guarantor agrees that it will not f k i g n its obligations under this ' ~ u & n t e e

I without the prior written consent of NHAl. NHAI will not unreasonably ivithhold its consent if the proposed assignee is of at least equal financial standing to the Guarantor 'and the assignee assumes in writing the obligation of the Guarantor under this Guarantee a t the same time or before the assignment.

I 13.All corrcspondcncc should bc addrcsscd and dclivcrcd to Ccncral Managcr. ( E q IA, National Highways Authority Of Ind~a, G 5 86 6, sector -10, Dwgrka, New Delhi - 110 075, Telefax No. 01 1-2509 3524. 14. This guarantee binds the Guarantor, its successors and permitted assigns.

I r Notwithstanding anything contained herein abow:

The Guarantee is issued subject to the condition that the liability of the Bank under this Guarantee is Limited to a maximum of Rs.3,36,00,000/-Only(Rupees Three Cmre

, Thirty Six Lacs Only) and the Guarantee shall remain in full form up to 30.06.2006(Date of Expiry) and cannot be invoked otherwise than by a written

&- demand or claim under this Guarantee served on the Bank on or before the 30 .06 .2006(~s t date of cldmj.

Seal Of (The Bank) Name Of (The Bank) Siganture: Name: Titlc: Code NO. Date: Phone No. Fax No.

ate Bank of Patiala

umbai Brancb.

THE COMPANIES ACT, 1956

. COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF 'ASSOCIATION

BALAJI TOLL WAYS LIMITED

For Ds!ajk i'oi!:.r~yi l-i::~,:;.d

- m u r r 5 . r w? t Wm-9-l I

Cor(lficala f~~Commoncamont of Buslnoss P loss dl a m 140 (a) d qm d

i I

Pur*u.nt of Section 149 0) orlhe Compankr ~c(, ( 9 5 s I I I

i qmqmra*Bmdw ....................................................... I I

I .......................................................................... ....................... ( - I

( ..................... .............................................................................. I ................................... I m m , 1956 g J T d h h I * m a d

I Q m a h ~ m ~ m 3 w w a \ ~ i ) ~ d ~ l l ~ m r ~ ~ a ~ ~ ~ r I Qm1a(!)@)if&($)m/1a(i)@?ah(qri~ii18n w I I h m b , a m ~ m d 1 4 r w n t 1 I I I ........... ................ .................................... Ui\LAJI T O L L WAYS LI. lI1 'FD

I nuMv-urv uut 11- " IIIIIIII..' ........................................................................ I _

........... ................... I ...._...._....... ........................... ................................................. __ i I I w " M L1-l~ under Urn Capnb. m 1054 on m e . . . 2 . ~ ~ s ~

. I ... NOVEM.%.R.t..2iWS .n4 ha. m,,, doy ,-,,dm ruw - n d ,,.clan* In 6 I rl,:. : ~ 9 C * f l h r m 1n.l :hr p o n d ( r * n s d Socum 7 4 9 (11 (a? m (dy!rg(f) b o!m. e I -10 ACI, ~ V O w n r~ h Dntldod rn -na b u s h . I ............................ ........................ I * - d m * * I I Q rm lml , II

TRUE COPY

Director.

m. @. 3m. Form I. R.

~ m ~ - ~ - r r r CERTIFICATE OF INCORPORATION

Cornpanies.~ct, 1956 (No. 1 of 1956) and that the Company is Limited.

(!I :,...:. , . :. .!

/ . +

w Uircctor.

I

-- . <.7.-, I ,:, .. .

I . .

I I

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

O F

BALAJI T O L L WAYS L I M I T E D

The name of the Company is BALAJl TOLL WAYS LIMITED.

The Registered Office of the Company will be situated in the State of Maharashtra t.e. within the jurisdiction of Registrar of Companies, Murnbai.

The objects for which the Company is established are :

(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE :

I. To carry on the business of lnfrastructure development, operating & malntalning Infrastructure facility, building & constructing roads 8 highways, to construct, erect, Improve, malntaln, develop, manage. carry out or control any roads, express ways, highways, freeways, paths. tramways, branches or sldings, bridges, lands, wharves, public buildings. warehouses, hotels, resorts, guest houses, fuel stations, sanitoriums, electric works, shops. stores, and other works. Conveniences and infrastructural fac~lit~es.

(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO ATTAINMENT OF MAIN OBJECTS :

2. To conduct the business of toll agents, collect, appropriate, relrnburse and pay Out toll, fees and other collections, to issue receipts and discharges for the same, manage, administer and maintain tolling booth and establishments, appoint and employ staff, enter into contracts with Government and other bodies and authorities, whether public or private, and generally to construct, improve, maintain, work,

- 2 -

others. retreshments, attendants, messengers, light, waiting rooms,.

To purchase, take on lease or tenancy or in exchange, hire, renew or otherwise acquire and hold any estate or interest and to let or sublet in whole or in part, develop, manage, exploit any land, building;

as may seem expedient with full power to make the same transfer by delivery or by instrument of transfer or otherwise and ei perpetualor ,terminable and either redeemable or otherwise an charge or secure the same by trust deed or otherwlse,'on

er to nd IS, ?S,

or let g 8

I e, 1 Y 7Y 1 e

9. To take such.sleps as may be necessary to give the company ihii same rights and privileges in any part of the world as are passed ,by local.companies or partnerships of similar nature.

. . .> ,: ,.

, .

10. To apply for tender, purchase or otherwise acquire any contracts, sub- contracts, licences and concessions for or in relation to ths objects or business herein mentioned or any of them and to undertake, execute., carry out, dispose off or otherwise turn to account the same.

11. To dedicate, present or otherwise dispose of voluntarily or for value any property of the Company deemed to be of national, public or local interest, to any national trust, public body, museum, corporatlon or authority of any trustees for or on behalf of any of the s e of the public. Y T

12. To aid pecuniary or otherwise, any association, body or movement . having for an object the solution, settlement or surmounting of industrial or labourproblems or troubles for the promotion of Industry or trade.

13. To enter into contracts, agreements and arrangements with any other company for carrying out by such other Company, on behalf of the Company, of any of the objects for whlch the Company is formed.

14. To enter Into partnership, or into any arrangement for sharing profits, . losses, or ,for any union of interest, joint-venture', reciprocal concession or co-operation with any person or persons or company or companies carrying on, or engaged in or about to caryon, or engage in or,being authorised to carry on, or engage in, any business or transaction whlch this Company is authorised to carry on or engage in .or any business or transaction capable of being conducted so. as

: Jdirectly.oriindirectly to benefit this Company. 3 !.. ., . . . , . ., ~,,;.;,;, .if L...,. > b . . .'. ... ..:::.:>,::: ,, A,::;. .. ' , . . .. . t.

. . :>,, ..

.IS. :To acquire,i;take &,-and4 hold share, stocks,.debentures, debenturi- : .stock. .bonds;: obligations :and securities issued or guaranteed by any

Company-constitutedtorcarrylng on business in India and debentures, debenture-stock,. bonds, obligations and securities issued or , guaranteed by. any' government, Public Body. or authority Supreme,. -

. 'Municipali: Local or'otherwlse. . . , . .. J:.: : .! . .; . . ..<. i ' C > , . . .. !. .

16. To acquire any such shares, stocks, debentures, debenture-stock, bonds, obligations, or securilies by original subscription, render, purchase,. exchange or otherwise and to guarantee the subscrlptlon thereof, and to exerciseland enforce all rights and powers conferred by or incidental to the ownership thereof.

' 77. To open current, overdraft, loan, cash credit or deposit account or accounts with,any bank., .. . .

' 8 ;:.. . . Si'. '., ::,

18. TO draw, make, accept, endorse, negotiate, discount, execute and issue,.cheques, promissory notes, bills of exchange, hundies, bllls.:of

. lgd!ngj..warrants,: deben!u,res. and ,other negotiable, .mercantile,~or , .transferabl~,instrumen~s:and lo buy, sell and.deal In thesame.:;)l(;;$ ; .

' 20 . ,,. To establish or promote or concur. in establishing or: promoting any ."'company or companies for the p'urpose of acquiring a l l or any of the !L .

; . property, rights and liabilities of%theCompany fo~;anyother purpose whlch may seem directly, or indirectly calculated t o benefit the Company and to place or guarantee the. placing of underwrite, subscribe for or otherwise, acquire all o r a n y part:of.the shares,

- debentures orother securities of any such other company. J.2. :.. Ik ..:.. . I' L . . . , . . .,! ,.# .;

i ..ig" .v.- . 21. To sell or in any other manner deal with or dispose off the business,

%$:< , .. . ... , undertaking or property of the.company 'or any partthereof forsuch *.;>. A?? '

. . 'consideration as the Directors may' think:fit and.in..particular for ' ' ?,:

, p% , I,. . moveable or Immovable propertles;'shares, 'debentures and other I .,;' ' , .;L:

':".securities of any other company having objects altogether or in part 1 Similar to those of thls company.

i .22. , To apply for, promote and 'obta in any, Act, charter, privilege, concession, licence, authorisation I f any, Government,. State or

": municipality, provisional order or licences or any authority for enabling ' I the Company to carry on any~of its objects into effect, orfor extending ; any of the powers of the Co,mpany, or for effecting any modification of

+ ., i-the:Company's constitutions, any'other. purp0sewhich may seem .. ,., .>' expedientandto oppose any proceedings or applications which may ' seem calculated, directly or indirectly to prejudicetthe Company's ,. 9. . .

interests. ' " . . . :I.. I , , , . . , ; ; , ' . A , .I

t',., ' , \ . -7 .

23. ,;;To apljly for, purchase, or otherwise, acquire, and protect and renew .in;anypatents, patent rights, brevets of invention;.trade marks, .)jdesigns, #.. licences, concessions, and the like conferring any exclusive . .Of non-exclusive'or limited rights to their use, or any secret or other . iR.

I ,,information a s to any invention which may seem capable of being 'used for any of the purposes of the Company or the acqulsltlon of whlch may seem calculated, directly or Indirectly to benefit the Company, and to use, exercise, directly or grant licences in respect of

- . or otherwise, turn to account the property, rights or information so

I - required and to expend money in experimenting upon, testing or improving any such patents, Inventions or rights.

2 4 . ''To establish, provide, maintain and conduct, or otherwise subsidise, . *assist research.laboratories and experimental workshops for scientific

and technical research and experiments and to undertake and carry on with all scientific and technical researches, experiments, and tests

'. of all kinds and to promote studies and research both scientific and

.a,::, ' technical investigations and inventions by providing, subsidising, . -endowing or assisting laboratories, workshops, libraries, lecturers.

"meetings and conferences and by providing for award of exhibitions,

-. scholarships, prizes and grants to students or otherwise and generally

. . t o encourage, promote and reward studies, researches, " !invqstigaticns, experiments, tests, and inventions of any kind that may

be considered likely to assiq any of the business whlch the Company . . < .: , : .-. , isauthorised to carry on. ,',.

,'!:.'.. .,

I : .... ; 25. : ',,TO' make donations to such person or instiiutions and in such cases

and either of each or any other assets. as may be thought directly or - jndirectly conducive to any of the Company's objects .% expedient and'in particular to remuneration any person

,- . .. . . .

-5-

and to establish and support or aid in the establishment and support or associations, institutions, funds, trusts whether public, private, specific, discretionary and convenient for the benefit of the employees or ex-employees, share holders or ex-shareholders, Directors or ex- Directors of the Company or its predecessors in business or of

26. To refer or agree to refer any claims, dispute andlor otherquestion, by or against the Company, or in which the Company islnterested or concerned, and whether between the Company and the Member or Members or his or their representatives, or between the Company and third parties, to arbitration and to observe and perform and to do all acts, deeds, matters, and things to carry out or enforce the awards.

2 To pay out of the funds of the company all expenses which the company may lawfully pay with respect to the formation and registration of the company of the Issue of Its capital lncludlng brokerage o r commission for obtaining application !or or taking, placing or underwrltlng or procure Ihe underwrltlng o f shares, debentures or other securities of the company.

28 . To pay all preliminary expenses of any company promoted by the company or any company in which this company is or may contemplate being interested, including in such preliminary expenses all or any part of the costs and expenses of owners of any business or property acquired bythe company. ,

.: , 29. To pay for any rights or property acquired by the Company, tO.pay,

remunerate any person or company for services rendered or to be . ';,;

rendered in placing or assisting to place or guaranteeing the pladng of shares in the Company's capital or any debentures, debenture- stock, or other securities of the Company's or in or about:the formation' or promotion of the Company or the acquisition of property by the Company or the conduct of its business whether by. cash payment of shares, debentures, or other securities of the Company, credited as paid up in full or in part or otherwise.

1 . I . . deem expedient subject to the provisions of Sect ion58-A and

directives of Reserve Bank of India. P- 31. To bprrow or raise other than public deposits, other than public

deposils, or secure the payment Of money or to receive money and deposlt as time deposit or otherwise at interest for any purpose of the Company and at such time or times and in such manner as may be thought fit and in panicular by the creation and issue of debentures or

. debenture stock, bonds, shares credited as fully or partly pald up, - oblfgatlons, mortgages, charges, and securities of all kinds, either perpetual or othenvise, either redeemable annuities and.ln and as an by way of securities for any such money so borrowed, raised or received or of any such debenture or debenture stock, bonds, obligations, mortgages, charges and securities of all kinds, either so

. issued to mortgage, pledge or charge the undertaking or wholeor any .part of .the properly, rights, assets or revenue and profits of the Company, present or future, including its uncalied capital or otherwise howsoever by trust and special assignment or otherwise or to transfer Or'COnvey the same absolutely or in trust and to give the lenders

'. powers as may seem expedient and lo purchase, redeem or pay of( .any-such securities. Th,e Company shall not carry on business of Banklng as defined b y the Banking Regulation Act, 1949, Subject to the Provisions of Section 58A and the Directives of the Reserve Bank

lor sucn persons, lirms or

in the shares ct co-operat've be aete,m:ned by Directors or on

immovable propenies wnether freenola or lease-hoio

y) or In sucn other securities as aeterrnlnea by the Directors and from time to investments and to exectrte all assignments, aopments lhat may be necessary in that .

property of tne Company either ify the Company from liability or

partially and also to insure a n h t a r ponlon thereof eilher on Triutua~.. debenture-stock, bonds,r:haies. ities of ail kinds e:ther conyeqible

I

To procure the Company to be registered or recognised in any part of the world; and

To employ experts to investigate and examine into the condilion, prospects, value, character and circumstances of any business concerns and undertakings and generally of any assets, property or rights.

To carry on business or branch of a business which this Company is authorised to carry on by means, or through the agency of any subsidiary Company or Companies, and to enter . into any arrangements with such subsidiary Company for taking the profits and bearing the losses o!,any business or branch so carried on, or for financing any such subsidiary company guaranteeing Its liabil~ties, to make any other arrangement which may seem desirable with reference to any business or branch as carried on including power at any time and either temporarily or permanently to close any such branch or business.

To appoint Directors of any Subsidiary Company or any other Company in which this Company is or may be interested.

To take part in- the management. supervision and control of the business or operations of any company or undertaking and for that purpose to appoint and remunerate the Directors, trustees. accountants or other experts or agents.

To let out on hire all or any 01 the property of the company, whatever real personal lmmoveable or moveable including ail and every description of apparatus or appliances.

To adopt such means of making known the business of the company as may seem expedient and in particular by advertising in the press. by circulars, by purchase and exhibitions of works of art or interest, by publications of books, periodicals and by granting prizes, rewards and donations.

To purchase or by any other means acquire and protect, prolong and renew, whether in India or abroad, any patents, patent rights, brevets of inventions, licences, productions and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn to account and to manufacture under or grant licences or privileges in respect 01 the same, and to spend money i n experimenting upon and iesting and improving or seeking to improve any patents, inventions, or rights which the Company may acquire.

To let on lease or hire-purchase system or to lend or otherwise dispose off any property belonging to the Company, and to finance the purchase of any grticles whether made by the Company or not by way of loans or by the purchase of any such article or articles, and the letting thereof on the hire purchase system or otherwise howsoever. and act as financiers generally.

I .

.To sell, lease, grant licences, easements any other.T,,deal assetsfrights a , effects of such.con~ideratih, as the

Y shares, debentures, debenture bonds or securities of any other Company.

45. To acquire and undertake the whole or any part of the business property and l~abi l~t ies o f any person or company carrying on or proposing to carry on any business which the Company is authorised to carry on or possessed of properly suitable for the purpose of this Cornpany or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company.

s, possessions, colonies, and

continue such number of offices and agencles therein as may be

ate, enter into any partnership or partially amalgamate

tock, or securities that may be d hold and retain, or sell mortgage and deal with any es, debenture-stock o! securities as received.

or any part of the foregoing.objects as principals, rustees, contractors or othehse, either alone or in any other persons, firm, association corporate body, vince, state body o r government or colony or

accept donations, gilts, with or without such conditions. trictions, obligations, stipulations and liabillties as are not ogatory to the provisions of the law.

carry on the business of manufacturers, suppliers, buyers, sellers, orters and exporters of and dealers in all kinds of engineering tools , , machinery pipes and fitting, ball and roller bearings nuts boils, her, precision tools, dynamos, pumps, accumulation, pressors, cylinderslsheets.

52. To carry on the business of warellousmen, removers, packers, transport, cartage and haulage contractors and agents distributors, as storekeepers and general providers, carriers, custom agents, clearing forwarding, transport and commission agents, wharfingers, cargo superintendents, job-masters, mukadams and to receive money, securities, valuable and goods and materials on deposit or for safe custody and lo lend or lo give guarantee on the security thereof.

53. TO carry on the trades or business of manufacturers of, and dealers in explosives, ammunition, fireworks and other explosive products 'and accessories of all kinds and of whatsoever composition and whether for military, sporting, mining or industrial purposes or for p)irptechnical display or for any other purpose.

54. TO buy, sell, let on hire, repair, alter and deal in.machinery. components, parts, accessories and fittings of all kinds lor motors and other things and all articles and things. referred to in clauses 58 to 64 hereol or used In or capable of being used in connection with the manufacture, maintenance and working thereof.

55. To carry on the business of a water-works company in all its branches, add to sink wells and shafts, and to make, build and construct, lay down and maintain dams, reservoirs, water-works, cisterns, culverts, filter.beds, mains and other pipes and appliances and to execute and , , to do all other acts and things necessary or convenientfor obtaining, I

storing, selling, delivering, measuring, distribution and detailing in' I,

I water. I! ,$ . . ,- ,

56. To carry on the business of water proolers, and manufacturers of Indian rubber, leather imitation leather, leather cloth, plastic, oil cloth, I. I

:

linoleum, tarpauliins, hospital sheetings and surgical bandages. w ! , < 1

57. To carry on the business of hotel, restaurant, flight kitchen, cafe tavern, beer house, refreshment room and lodging house keepers, the . theatrical agents, box office keepers, concert room proprietors, ! , dramatic and musical publishers, and printer, Licensed victuallers wine, beer and spirit merchants, brewers, malsters, distillers, importers and manufacturers of aerated, minerals and artificial waters and other drinks, purveyors, caterers for pubic amusements generally coach, cab and carriage and motor proprietors, lively stable keepers, coach and motor repairers, garage owners and proprietors, job masters, ' i

farmers; dairyman, poultors, ice merchants, importers and brokers of . i good, live and dead stock, and colonial and foreign produce of all

descriptions, hair dressers, perfumers, chemists, proprietor of dubs. 1 j baths, dressing rooms, libraries; grounds, and instructions of all kinds, i : tobacco, and cigar merchants, agents, agents for railway and shipping , .

/ j companies, and carriers, the theatrical and opera box office : : . .. . , proprietors, enterprises and general agents and any other business which can be convepiently cacried on In connection therewith. .,,

58. To carry o n business as ,wood and timber merchants and . ; manufacturers of and dealers In wood, heels and soles, wood litters. wood pulp, wood wool, ply-wood, masts spare. derricks, sleepers, tool .I . handles, panelling, wood I t

materiaIs..and..suppliers of 1 ;; I . 9 .

60. To carry on business as auctioneers, land and estate agents and rent collectors, average adjusters, yacht agents and brokers, assessors, appraisers, surveyors, brokers and valuers and finance brokers in respect of all classes of property, both real and personal, to take stock and prepare inventories, to purchase, sell or othewvise deal in real and personal property and to build upon, exploit and develop land ,owned by the Company from time to time, construct, own, manage and let, auction rooms, to l inance builders and to take part in development and exploitation of any kind of property, to undertake agencies and generally to undertake any business, work or transaction usually undertaken by auctioneers, estate agents or valuers, or which might advantageously be carried on by them.

61. To carry on the business of manulacturer, sale. use, distribution, marketing o! laboratory and eieclronic instruments and machinery ol

, all kinds.

62. ' To carry on the business as insurance brokers and agents in respect ol ail classes of insurance including marine, fire, accident, burglary, workmen's compensation indemnity and motor.

63.. .To carry on the business as manufacturers and dealers in radios, : : television sets, radio receiving and transmitting sets and their

, components, parts, wireless apparatus and appliances and radio and .other materials, goods, machinery and requisites.

64. , To carry on Ihe business of manufacturers of universal tools, cutters, printing machines belt, sanding machine gauges and service tools and

.undertake service jobs of other firms or bodies corporate.

65. To carry on the business as importers, exporters, buyets and sellers of and merchants and dealers in and manufacturers of merchandise goods, materials and machinery of all kinds, parts, accessories and equipments.

.I. l o carry on the business of manufacturers of and dealers in hires, repairs, cleaners, stores, warehouse of motorcars, motor cycles, cycle cars, motors, scooters, cycles, bicycles and carriages, launches, boat and vans and other conveyance o l all descriptions (ail hereinafter comprised the term "motor and other Ihlngs") whether propelled or assisled by means of petrol, spirit, steam, gas, electrical, animal or other power, and of engines, chassis bodies, and other things used lor, in, or In Connection with motors and other things or in the conslruction of any truck or sudace adopted for their use.

IV. The I

v. (a)

67. To carry on the busines-s and to, act as Merchants. Traders, ., ' .Commission Agents, importers. Exporters, Wine and Provision (b)

Merchants, Brokers. Manufacturer, Representative. Contractors. k'.'l:i,-: Carriers, Ship-owner, Charterers of Ships or other vessels, .:.:' Warehousemen, ship and insurance Brokers, Bankers, Forwarding

2Z:ti:-Agents or in any other capacity in India or abr ,,:~,';! ?,

68. To carry on the,Qy6inZ2v*, f proprietors and (Clnenla picture-pl'a&%%concert hails) a

/+! ty.:. , . .;., :.',

1 ike I or o r

1 l0:i I

~ect

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and

ers,

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; fe* . ycle

ifter , IV, . iv.

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ers.. :Ion ' ors, els. ding

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productlon, representation and performance (whether by mechanical means or otherwise) Of operas, stage plays, operettas, burlesques, vaudeville revues, ballets, pantomimes, spectacular pleces, promenade and other concerts and other. musical and dramatic performances and entertainments.

69. To search for, get, win, raise, work, raise, make merchantable buy, sell or otherwise deal in metals, minerals, oils, gases, and fuels whether found in natural state or obtained by processing from other substances and l o carry o n business relating to the winning, production working. manufacture, and preparation of any materlais, used in the manufacture of any of the above mentioned items Or which may usefully or conveniently be combined with the manufa~turing Or enyine~ring business of the Company or any contracts undertaken by the Company and either for only such purposes or as an independent business.

70. To carry on any business relating to the mining and working of minerals, the production, manufacture and preparation 01 any other materials, which may be usefully or conveniently combined with the engineering or manufacturing business of the Company, or any contracts undertaken.by the Company, and either for the purpose Only of such contracts or as in independent business.

71. To manufacture, prepare for market, refine, clean, restore, recondition and otherwise manipulate and deal in and turn to account ail refuse, by-products and other products and waste and other materials of all kinds and to recondition the same or make such olher use of the same as may be thought fit.

72. f o carry on the business of importers, exporters, retailers and wholesalers in arly goods.

73. TO carry on the business as financiers, commercial agents, morlgagers, brokers, financial agents and adviser.

74. TO act as agents and brokers or sellers, buyers, exporters, imporfers. manufacturers, merchants, tradesmen, insurers and others generally to undertake and carry out agency work of any kind whatsoever and transact all manners of agency and commission business.

The Liability of the Members is Limited. I

(a) The Aulhorised Share Capital of Ihe Company is Rs. 5,00,000/- (Rupees Five Lakhs only) divided in 50,000 (Fifty Thousand) Equity Shares of Rs. 101- (Rupees Ten only) each.

(b) The paid up capital of the Company shall be minimum Rs. 5,00,000/. (Rupees Five Lakhs only). t

-

I

THE COMPANIES ACT, 1956

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COMPANY LIMITED BY S H A R E S .

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O F

BALAJI TOLL WAYS LIMITED

CONSTRUCTION ,OF THE COMPANY

1. The Regulations contained in Table "A" in the First Scheduleto the Companies Act 1956 shall not apply to this Company but the regulations of the management of the Company and for the observance thereof by the Members of the Company and their representatives, shall subject to any exercise of the statutory powers of the Company in reference to the repeal or alteration or, addition to, its regulations, by special resolution, as prescribed by the said Companies Act 1956 be such as are contained in these Articles.

INTERPRETATION

2. In the interpretation of these Articles the following words and expression, wherever used, shall have the meanings assigned to them herein below, 1;nIess repugnant to the context or meaning thereof:

"The Act" means the Companies Act. 1956, or statutory medication or re-enactment thereof and any other law for the time being in force in India containing provisions relating to or affecting companies.

"Board" or the "Board of Directors" means as the case may be, the Directors duly called and constituted or the Directors assembled at a Board or the requlslte number of Directors entitled to pass a Circular Resolution in accordance with these Articles. .

"The Company" or "This Company" rneans BALAJl TOLL W A Y S LIMITED ,

established under the Memorandum of Association to which these Articles are annexed or any other name it may adopt, its assigns, substitutes and successors, as Well as any concern whether limited or

.

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"Directors" means the Directors tor the time being of the Company or as the ca may be the Directors assembled at the Board.

"Dividend" includes bonus.

"Office" means the Registered office lor the time being of the company.

requires. i I

"Writing" means words wrilten or pr~n led or partly pr~nted or partly wrillen or 1 lithographed or cycloslyled or reproducing words in visible form.

"Words" importing the s~ngular shall ~nclude, unless repugnant lo the context. Ihe i plural number and vice versa. i

I

Words importing the masculine gender shall include the feminine gender. 1 I

Subject'to aforesaid, any words or expressions contained in these regulations and defined in the Act shall, except where the subject or context otherwise requires, bear

"the same meaning as in the Act.

,The index, headings and numbers hereto are inserted lot convenience only and shall ,.noi,affect the construction of these presents. . . ..

PUBLIC COMPANY

3. The Company is a public limited company. ?$I

CAPITAL

4. , (P),,,, The Authorised Share Capital 01 the Compa :i:1$&'il;. Lakhs only) divided in 50.000 (Filly Thou

... :b~cgji.;a:~.,, (Rupees Ten only) each. . i 4 ..:? :A.<,.a :

..:R(b)" .i . .. , . ,,& The minimum paid up Share Capital of the Company is Rs. 5,00.00 '!j$s~!~,. (Rupees Five Lakhs only). uh 43f;:ic::

5. -II~;$F?QWER TO ISSUE PREFERENCE SHARES: The Company shall hav i!gsue Prekrence Shares carrying a right of redemption out of profits o

t :hi pr~cdeds ot a fresh issue 01 shares or liable lo ,{i"'r;.Qqpany and theDLcectoqmay subject to the !.+fp$ exercise suc"$oWerf io.,any manner as the ,. . .. . :,:(:' fp!: . . .. , ,. ,>..: . ..-.. . , .,

, ;i;: .: .i . .. ., . . !

INCREASE OF CAPITAL: Subject to the provisions of the Companies Act. 1956, in thal behalf, the Company in General Meeting may, from lime to time, increase the Capital of the Company by the issue of new shares of such value, upon such terms and conditions and wlth such rights and prlvlleges annexed therelo, as the resolution

I shall prescr~be. I

i (I) Tne Company may alter the condllions ol 11s Memorandum as follows, lhal is lo say, it may :

(a) Increase its Share Cap~tal by such amount as i l thinks expedient by issuing new shares; .

'i (b) consolidate and divide all or any of its share capital into shares of

larger amount than its existing shares;

(c) convert all or any of its fully paid-up shares into stock, and convert lhat stock into fully paid shares of any denomination;

. . ...

(d) sub divide its shares, -or any of them, into shares of 'smaller amount ,. , .5'z. >..

Y that is fixed by the Memorandum, so however that in the sub division ' -.*~ >. .., . . . . - %@.

. \he proportion between Ihe amount pa id and the amount, if any, $ ?,$~

unpaid on each reduced share shall be the same as it was in the ; ,;; .: ,.i 5*

t cases of the share from which the reduced share is derived: , ,, L,.' :, . .:

(e) cancel shares which, at the dale of passing of the resolulion in thal behalf, have not been taken or agreed to be taken by'any person, and dtmln~sh the amount of ils share capital by the amount of the shares so cancelled.

I SHARES

I RESTRICTION OF SHARE TRANSFER: The instrument of transfer of any share shall be in writing. In the lorm prescribed by the Government, and shall be slgned by

I' both the transferor or and transferee. All transfers when registered shall be retained by the Company, untll destroyed by order of the Directors.

3 NEW SHARES : Upon any Issue of new shares, the same shall be offered in the firs1 instance pro rata to the then existing Members and if any such Member does not

I agree wlthlrl 14 days of the recelpt by him of such offer to take the whole or any part of his quota, the whole and part of such quota not taken shall be offered pro rata to the other existilg Member and the procedure shall be repeated so oflen as may be

I necessary while there are any existing Members willing to take up the same.

Il any call or installment or any money due in respect or any shares either by way of . principal or interest be not paid on the day appointed for the payment thereof the directors may, at any lime there afler, until full payment thereof is received by them, serve a notice on the member in default or on the person ( ~ f any) entitled to the share by transmission requiring him to pay the same together with any interest that may have accrued and all expenses lhat may have been incurred by the Company by reason of such non-payment.

. The notice shdl name a date (not being earlier than 14 days f rom, the 'a~ f the notice) and 'a place or places on and spiFiltb,.such call or lnstFgmb&'a@#.yj) ,, \ interest and evenses as aforesaid art? fb b&.b;aid)'~he notice shdll.also state

- 4 -

14. A member whose shares are forfeited shall cease to be a member in respect of the , forfeited shares but shall withstanding be llable to pay and shall forthwith, pay to the Company all sums Including expenses, owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from time of forfeiture until . payment, at such rate, not exceeding twelve percent per annum. as the Direclors may enforce the payment of the whole or a potion thereof If they think fit. but shall not be under any obligation to do so.

SURRENDER I

16. The Directors may sublect lo the provisions of the Act, accept a surrender of any share from or by any member des~rous of surrendering them on such terms as they think 111.

LIEN

. 17. The Company shali have a first and paramount lien upon all the shares registered in the name of such member (whether solely or jointly with prqceeds of sale thereof for his debts, liabilities and engagements,

I joltilly with any other person, to or with the Company whether t , payment, fulfilment or discharge thereof shali have actually arrive

, lien shall erlend to all dividends from lime l o time declared in resp Uriless otherwise agreed, the registration of transfer ,of shares shall operate as a waiver of the Company's lien, i f any, on such shares. The Directo declare any share to be wholly or in part, exempt from the provis

.' :

, ,. ... ,., -, , 18. The Directors mayenforce such lien, by a sale of the shares subjected th . ." ,.;

>. . .i. ,,:I

such manner as they think fit, but no sale shall be made until such p

I aforesaid shall have arrived and until notice in writing of the intention to have beensewed on such member, or the p the shares and default shall have been niad

. ,1..

I

- - -. . - .

-

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.:: , 19. The net proceeds of any such sale, afler payment of the costs of such sale shall be I !

'_ applied in or towards satisfaction of the said debts, liabilities or engagements of such I: member, and the residue, if any, shall be paid to such member, his executors, .! : administrators or other legal representative or assignee. I / j

20. The Company may receive the consideration, if any, given for the shares on any sale, re-allotment or other disposition thereof, and the person to whom such share Is sold, re-allotted or disposed off, may be registered as the holder of the share and shall not be bound to sell to the application of the conslderation nor shall his title to the share be affected by any irregularity, or invalidity in the proceedings In reference to the forfeiture, sale, re-allotment or other disposition of the share. .

21. Upon any sale after forfeiture, or for enforcing a lien in purported, edrcise of the powers herein before given, the Directors may appoint some person !o execute an instrument of transfer of the shares sold and cause the purchsser's name to be entered in the Register of Members in respect of such shares, and the purchaser shall not be bound to see to the regularily of the proceedings in reference to the forfeiture, sale re-allotment on ttie disposal of the share or to the application of the purchase money, and after his name has been entered in the Registerof Members in respecl of such shares the invalidity of the shall not be impeached by any person. and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

22. DIRECTORS MAY REFUSE TO REGISTER T R ~ N S F E R : The Directors may, at their absolute and uncontrolled discretion and without assigning any reason, decline lo register or acknowledge any proposed lransfer of share.

23. NO TRANSFER TO INFANTS, em. : ~o transfer shall be made to infants ur persons of unsound mind or undischarged insolvcnl.

2 4 . FURTHER RESTRICTION ON TRANSFER : Subject to the ptovisions of the last two preceding Articles, a share may be transferred by a Member or other person entitled L O transfer the same to any Member of the Company or to the widow or widower or direct descendant of a Member indicated by the transferor. Save as aforesaid and save as elsewhere expressly directed in these articles, no shares shall be transferred to a person who is not a member (Notwithstanding that such share may have been bequeathed or may have devolved upon such persons on the death of a member) so long as any member, or failing a member, a person approved by the Company in General Meeting as a person whom it is desirable in the interest of the company to admit to membership, and who is willing to purchase Ihe same at the price mutually agreed or at the fair value as herein after, mentioned.

25. NOTICE OF TRANSFER : Except when a transfer is lo be made to a Member of the Company or to a widow or direct descendant of Member the person lransferring any

' share (hereinafter called "the Proposing Transferor") shall .give notice i n ,writing (hereinafter called the "Transfer Notice") to the Company that he desires lo tiansfer the same. A Transfer Notice may Include several shares, and in such case:shall operate as If It were a separate transfer in.respact of each and every share covered thereby. A transfer notlce may include.several shares, a?d in such case shall operate as i f i t were a separate transfer in respecl of each and every share covered thereby and a form of transfer properly executed by the proposing transferor and shall not be revocable except with the sanction of the directors.

?6. COMPANY.TO FIND PURCHASER : All shares be offered in the first place to the directors. If

6 .::. 3.

Y, ;~ . .. . - .,

. .

- - ~ - ~ -

- 6 -

accept$d:by directors, they shall then be offered to the then existing members pr rata to their shares holding and i f any such members does not agree within 14 da to take up the whole or any part of his quota, the whole Or part of such quota take" shall be offered prorata lo the other existing shareholder, and the proced shall be repeated so often as may be necessary to ensure that no shares compri in the Transfer Notice shall be offered to non-members while there are any existing members lo take up the same.

I

7. FAIR VALUE OF SHARES : In case any difference arises between the proposing 1 Transferor or and the purchasing member as to the fair value of a share, the Auditor shall on the application of either party, certify in writing the sum which in his opinion Is the fair value and such sum shall be deemed to be the fair value and in so certifying the Auditor shall be considered lo be acting as an expert, and not as an arbitrator, and accordingly the Arbitration Act shall not apply.

' (A) Demateriaiisation of Securities : 'I (1) , Definitions : 1

'l )r ' For the purpose of this Article, unless the context otherwise requires :

(i) "Beneficial Owner" means Beneficial Owner as defined in clause (a) of Sub-section (1) of Section 2 of the Depositories Act, 1996;

3 !

(ii) "Bye-taws" means bye-laws made by a Depositories under Section 26 of the Depositories Act, 1996;

(iii) "Depositories Act" means The Depositories Act, 1996, and any statutory modification or re-enactment thereof, for the time being in force;

(iv) "Depository" means a Company formed and registered under the Companies Act, 1956 (1 of 1956) ("the Act"), and which has been granted a Certificate of Registration under Sub-

'-f secllon (1A) of Section 12 of Securities and Exchange Board of India Act, 1992 (15 of 1992) ("SEBI");

(v) "Record" includes the records maintained in the form of books or stored in a computer or in such other form as may be determined by the regulations:

'? (vi) "Regulations" means the Regulations made by SEBI;

(vii) "Security" means such security as. lnay be specified by SEBt from time lo time:

(viii) "Shareholder" or "Member" means duly registered holder from time to time of the shares of the Company, and includes evely person holding Equity Shares and/or Preference Shares of the Company, as also the one whose Ben,sficial Owner of (he-shares in the

4 . .

1

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(2) Dematerialisation of Securities :

Notwithstanding anything contained in these Articles, the Company shall be entitled to demateritilise or rematerialise its shares / debentures and other Securities (both existing and future) held by the Depository, and to offer its shares, debentures and other Securitles for subscription in a dematerialised form pursuant to the Depositories Act, and the Rules framed thereunder, i f any.

as an (3) Options for Investors :

Every person holding or subscriblng to Securitles offenid by the Company shail have the option to receive the Security Certificates or to hold the Securities with a Depository. Such a person, who is the

I

Beneficial Owner of the Securities, can at any time opt out of a Depository, if permitted by the law, in respect of any Security In the manner and within the time prescribed, issue to the Beneficial Owner the required certificates of the Securities. '

Where a person opts to hold his Security with a Depository, the Company shail intimate such Depository the details of alfotment of such Security, and on receipt of such information, the Depository shall enter in its record the nameof the allottee as the Beneficial Owner of the Security.

(4) Securities in Depositories to be in fungible form : . Ail Securities held by a Depository shall be dernaterialised, and shall be in fungible form. Nothing contained in Section 153, 187A. 187C and 372A of the Act shail apply to a Depository in respect of the Securities held by it on behalf of the Beneficial Owners.

( 5 ) Rights of Depositories and Beneficial Owners :

(i) Notwithstanding anylhing to the contrary contained in the Act or these Arlicles; a Depository shall be deemed to be registered owner for the purpose of effecting transfer of ownership of Security on behalf of the Beneficial Owner;

(ii) Save as otheriise provided in (i) above, the Depository as a registered owner of the Securities shail not have any voting rights or any other right in respect of the Securities held by it;

(iii) Every person holding Securities of the Company, and whose name is entered as a Beneficial Owner in there records of the Depository shall be deemed to be a member of the Company. The Beneficial Owner of the Securities shall be entitled to all .

- as a I ' the rights and benefits, and be subject to all the liabilities in

I :ory.

B I

respect Of .his Securities held by a Depository.

(6) Depository to furnish information :

~ o t w i t ~ ~ 4 a n d i n ~ anything to Article?; a s r e the Securities ,:.. ..

I...

. . ,.. ,

* ,.:, .. - ... t _" ..-. . . ., - - -

- 8 -

the Beneficial Ownership may be served by such'Deposilory in the Company by means of electronic rnode or by delivery of floppies and discs or such other mooe as may be prescribed.

(7) Option to opt out in respect of any Security :

If a Beneficial Owner seeks to opt out a Depository in respect of any Security, the Beneficial owner shall inform to. the Deposilory accordingly. The Depository shall, on receipt of the information as above, make appropriate entries in Its record, and shall inform the Company accordingly.

i ! The Company shall within lhirty (30) days of the recelpt ol intimation I from the depository and on fulfilment of such condition and on

\ payment of such fees as may be specilied by the Regulations, issue the Certificates of Securily to the Beneflcial Owner or the transferee.

! . as the case may be.

. p \ ( 8 ) Sections 83 and 108 of the Act not t o apply : i L

1 '.' i f . . Notwithstanding anything to the contrary contained in these Arlicies :

(i) Section 83 ol the Acl shall not apply to the shares with a Depository;

(ii) Section 108 of the Act shall not apply to transfer of Security effected by the transleror and the transferee, both of whom are entered as Beneficial Owners in the records of the Deposilory.

(9) Intimation to Depository :

Notwithstanding anything contained in the Act or these Articles, where the Securities are dealt with a Depository, the Company shall intimate c details of allotment of Securities to the Depository immediately on such Securities.

j ; :! :i ] I :

i ' 1 i ther marketable ,

i

MEETING OF MEMBERS

ons ol Section 171 lo 186 of the Company Act, 1956 shall govern

.-

A

I QUORUM FOR GENERAL MEETING . 8 ! t

29. (a ) Five members personally present shall be the quorum for a Meeting of the ' I

Company. i !

(b) If w~thin hall an hour from the time appointed for holding a meeting of the 1 Company, a quorum is not present, the meeting if called upon the requisition of members, shall stand dissolved.

(c) In any other case, the meeting shall stand adjourned to the same day in the I next week, at the same time and place, or to such other day and such other time and piaced as the Board may determine.

(d) I f at the adjourned meetlng also, a quorum is not present withln hall an hour from the time appointed for holding the meeting, the members present shall be the quorum.

30. QUESTION AT'GENERAL MEETINGS, HOW DECIDED : At any General Meeting a .resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands), demanded by at least two Members present in person or by proxy and unless a poll is so demanded, a declaration by the Chairman that a resolution had, on a show of hands, been carrled or carrled unanimously, or by a particular majority, or lost, and an entry to that effect In the book 01 the proceedings of the Company shall be conclusive evidence of fact, without proof of the number or proportion of the votes recorded in favour of or against, that resolution.

VOTING

31. VOTES : Subject to any special terms as to voting upon which any shares may be ~ssued or may for the time being be held, every Member shall have one vote on a show of hands and upon a poll shall have one vote in respect of each share held by ! him.

32. VOTING IN PERSON OR BY PROXY : Voters may be given either personally or by I proxy.

33. PROCEDURE RELATING TO PROXY : The instrument'appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a ;notarially

.

certified copy of that power or authority, shall be deposited at the reg1stered:ofllce of the Company not less than seventy-two hours before the time of holding th'e,meeting at which the person named In the instrument proposes to vote, and in default the !nstrument of proxy shall not be treated as valid.

NOTICES

34. SERVICE OF NOTICE :

(1) A notice may be given by the Company .to any member eitherpersonally or by sending it by post to him at his registered address or (if he has no registered

Company lor giving notices to him.

(2) Where a notkce is sent by post, servhce of he no!.kce shall be deemed to be effected by properly addressing and posting a letter containing the notice

. and, unless the contrary is proved, to have been effected at the ordinary course of the post.

35. BY ADVERTISEMENT : IF a member has not registered address in l nd~a and has not supplied to Ihe Company any address withln lndia for givlng nollce to him, a nolice addressed to him advertised in a newspaper circulating in the neighbourhood of the registered office of the Company shall be deemed to be duly given to him on the day on which the advenlsernenl appears.

36. ON JOINT HOLDERS :'A notice may be given by the Company to the jolnt holders of a share by giving the notice to the joint holder named first in Ihe Register in respect o[ the share.

37; .ON PERSONNEL REPRESENTATION, ETC. : A notice may be given by the Company to Ihe persons entilled to a share in consequence of the dealh or insclvency of the Member by sending i t through the post In a prepaid letter addressed l o them by name or by the title or representatives ol the deceased or assignee of the insolvent or by any like description, at the address (if any) in lndia supplied for ,the purpose claiming to be so entitled, or (unlil such address has been supplied) by giving notice in a manner In which the same might have been given if the dealh .or.insolvency had not occurred.

38. TO WHOM MUST BE GIVEN : tdotice of every General Meeting shall be given in the same manner here in before authorised, to :

( a ) every member of the Company except those Members who (having no registered address vdithin India), have no1 supplied to the Corrlpany an address within india for giving notices lo them and also to

(b) every person entitled to a share in consequence of the death or insolvency o l a Member, who but for h ~ s death or ~nsolvency would be entitled ro recelve nolice ol the Meeting.

. 39. MEMBERS BOUND BY NOTICE GIVEN TO PREVIOUS HOLDERS : Every person, ' , _ ..I .. .,-!?;:

who by operation of law, transler or other means whatsoever, shall become enlilled

. ' ' '!tCany share, shall be bound by every notice in respect of such share which previous to hls.name and address being entered on the Register, was duly given to the

hom he derives his title to such share.

document delivered or sent by post to or left at the registered address er or Agent in pursuance of these presents, shall, not with standing

r be then deceased and whether or not the Company have notice of his deemed to have been duly served in respect of any registered shares,

Id solely or jointly with other persons by such Members until some other be registered in his stead as the holder or joint holder thereof, and such shall for allpurpose Of the presents be deemed tobe a sufficient service of tice or document on his heirs, executors or administrator, and all persons (if tly inlerested with him in any such shares).

sit0 be given on the part of the members shall be left at or sent by post to Ihe registered office.<f the

, ,, ., .'.. ' .. '\ ,. .

. .

- 1 1 -

DIRECTORS

The number of Drecfors shall not be less than three and not more than seven until olhenvise determined by the Company in General Meeting. Only an individual and not any body Corporate or Association shall be appointed as Director.

(a) The first Directors ol the Public Company are :

(1) MR. RaJHOO BBAROT (2) MR. G. RADHAKRISHNAN P <,.>ii z*s,;, . (3) MR. RlKlN BBAROT .-*. . -

;I'.%,:) : ?i , , : , 1 .

(b) Mr. Rajhoo Bbarot shall be a permanent director of the Company, and shall ;.A .-.V., ?,.:,. $! ,+,.*. , .<:,

not be liable to retire by rotation as per Section 255 of the Companies Act, +.$;:. *.;..P . I ., ,::ci ,.. ..$

1956 but shall hold office until he dies or voluntarily retires or is removed. i ~~~;~:. : . ?. *'.> ~.<,,. Q.2;. 'Cj .

The Board of Directors shall have power at any time and from time to time to appoint $?>&$.:. y.,.:;

any other person as a director either to fill casual vacancy or an addition to the b,.iv.5 .. !;;:j$>. Board but so that the total number of Directors shall not at any time exceed the !pr.,.

~L.2,: maximum number fixed. Any Director appointed to fili a casual vacancy shall hold .&,~. ;v &+;

ollice only upio the date upto which the Ditector in whose place he Is appointed i:;:,?: ;. fjl.,).:, --

would have held office i f it had not been vacated. Any Director appointed as an >yfi:>. .: p-.& .. Additional Director shall hold office only upto the date ol the next Annual General $,$:: , Meeting ol the Corripany but he shall be eligible for re-electlon at such meeting. Gd#; ,,. .-.(7;?. ?; :

3% %! !,

A Director need not hold any qualification shares.

(1) Each Director shall be paid out of the funds of the' company by, way of remuneration, a sum not exceeding Rs. 3001- or as the ~ire.cto,rs may determine, for each meeting of the Board or Committee o f t h e ' Board,

. attended by him.

I :

(2) In addition to the remuneration payable as above, the Board ol Directors may .allow and pay to any Director who is not a bonatide resident of the place where a meeting is held and who shall come to such placep for the purpose of attending the meeting, such sum, as the Board may consider fair compensation for travelling, hotel and olher expenses properly incurred by him :

(i) In attending and returning from meeting of Board of Directors or any Committee thereof.

(ii) in connection with the buslness of the Company.

I f any Director be called upon lo go or reside out of his usual place o l buslness on the Company's buslness; or otherwise perform extra services or special exertion or . effons, the board may remunerate the Director for such exlra services.or special ,

exenion or-efforts either by lixed sum or otherwise as may be delermlned by Ihe Board subject to the provisions of the Act and such remuneration may.be,?elther in , addition to or tution of his lo be repaid any business of the Company.

-12-

48. The Continuing Directors, may act notwithstanding any vacancy in their body but if

. and so long as the number is reduced below the quorum fixed by the Act or by these Articles for meeting of the Board, the continuing Director or Directors, may act for the purpose of increasing the number of Directors to that fixed for the quorum or for .) summoning a General'Meetlng o! the Company but for no other purpose.

49. The ~(rectors may from time to time, subject to the provislon of the Company Act, 1956 appoint one or more of their body to be Managing Dlrectods or whole time :: directoris or assistant I deputy managing directorls or general manager of the .:'

company and may from time to time subject to the provision of this Ac!and the terms .,.

of sewice,dismiss him I time from office and appoint any other personls in hlsltheir placels.

50. NOMINEE DIRECTOR : Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the Company to any Stale Financial Corporation or any Financial Institution owned or controlled by the Central

1 Govern'ment or a State Government or by Government or by two or more of them or by Central Government or State Government by themselves herein after in this v i Article referred to as "the Corporalion"out of any loans I debenture assistance

T i' granted by them to the company or so long as the Corporation holds or continues lo I , 8 hold deb&ntures I shares in the company as a result of underwriting or by direct I

I , I subscription or private replacement, or so long as any liabilities of the company I

".'. 4 I _ arising out of any guarantee furnished by the corporatlon shall have a right lo appoint from time to time any person or persons as a Director or Directors is 1 are ,

..... hereln after referred to as "Nominee Director(s) on the Board of the Company and to , * removefrom such office any persons so appointed and to appoint any person or

I : r l f

..- :,&?.; ... .. persons I n his or their placels. ! .,I.. : .. P i ... i .&4 The Board of Directors of the Company shall have no power to remove from ofiice. i (if. j , . the Nornine'e Directorls. At the option of the Corporatlon such Nominee Direclorls 3, ,.. , r . . : 9;:;.

I shall not be required lo hold any share qualification in the Company. Also at the ! s , . .,. ,.

.r+;; option of the Corporation such Nominee Directorls shall not be liable to retirement by

..?:,: rotation of Directors. Subject as aforesaid, the Nominee Directorls shall be entitled tc ,;?.: . the same rights and privileges and be subject to the same obligations as any otiier

Director of the Company.

e Directorls so appointed shall hold the said office only so long as any main owing by the Company to the Corporation or so long as the holds debentures in the Company as a result of dlrect subscription or

ellnent or so long as the Corporation holds shares In the Company as a derwriting or direct subscription or liability of Company arising out of any , outstanding and the Nominee Directorls so appolnted In exercise of the

o fact0 vacate such office immediately the moneys owing by the rporation ceasing to hold Debentures, shares in the Company or

faction of the liability o f the Company arising out of any Guarantee d by the Corporation.

nee Directorls appointed under this Article shall be entitled to receive all and to attend ail General Meetings,. Board Meetings and meetings of the

~f which the Nominee Directorls islare Memberis as also the minutes of

all also be entitled to receive all such notices and minutes.

-.- :,,- .

-13-

moneys or remuneration in any form is payable to the Directors of the Company, the fees, commlsslons, moneys and remuneration in relatlon to such Nomlnee Directoris shall accrue to the Corporation the same shail accordingly be paid by the,C.ompany directly to the Corporation. Any expenses that may be incurred by the Corporation or by such Nominee Directorls In connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporatlon or as the case may be to such Nominee Directorls. Provided that If any such Nominee Directorls Is an officer of the Corporalion. the silting fees, in relalion to such Nominee Directorls shall '

also accrue to the Corporation and the same shall accordingly be paid by the Company directly to Corporation.

Provided also that in the event of the Nominee Directorls being appointed as whole- lime Directorls such Nominee Directorls shail exercise such powers and,<uties as may be approved by the Lenders and have such rights as are usually exacised or available to a whole time Director, In the management of the affairs of the Borrower. Such Nominee Directorls shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the Lenders.

Subject to provisions of Section 255 of the Act, the number of Directors appointed I under Articles 82, 84 and 85 shall not exceed in the aggregate One-third of the total

number of Directors for the time being in office.

POWER TO CREATE MORTGAGE, CHARGES ETC.

51. Subject to the provisions of Section 293(1) (a) and other applicable provisions II any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to create mortgageslcharges on all or any of the immovable and movable properties of the Company wherever situated. present and luture, as the Board may think fit and the whole or any part of the

I / undertaking of the Company together with the power thereto, in certain evenls of

i default, on such terms and conditions and at such times and such form and manner I as the Directors may deem fit, In favour of any state financial corporation or any

financial institution owned or controlled by the Central Govt., or a Stale Govt, to secure the repayment by the Company of Loans lent and advancedlagreed to be lent and advanced by any State Financial Corporatlon or any financial lnstilution owned or controlled by the Central govt. or a State Govt. for expansion and diversifications into infrastructural projects and working capital requirements.

52. The Directors of Company be and are hereby authorised to vary andlor alter the terms and conditions of the security aforesaid In consultation with the Trustees and other mortgages as may be necessaly.

53. The Directors of the Company be and are hereby authorised to pre$are, finalise and

BOIIRDWINGS IN'EXCESS OF PAID U'P SHARE CAPITAL & FREE RESERVES :

55. (1) The Directors may from time to time, subject to the provisions of the Act, appoint one or more of their bodies to be Managing Director or Managing Directors or whole time Directors, or Deputy Managing Director or Assistant Managing Director or General Manager 01 the Company either lor a fixed term or without any limitation as to the term for which he or they is or are to hold such office and may lrom time lo time subject to the provisions 01 any contract between the Company and him or Ihem, remove or dismiss him or them lr0m office and appoint another or othe:s in his o: their places.

( 2 ) The Managing Director or Managing Directors or whole time Director Or (whole time Directors) or Deputy Managing Director or Assistanl Managing Director or General Manager while he or they continue to hold that office, shall not be subject to retirement by rotation and shall not be taken into account in determining the retirement by rotation of Director or the number of Directors to retire, but he or they shall be subject to the terms of any contract

I between him and the company to be subject to the same provisions as to

1 i I

resignation or removal of the other Directors of the Company and he or they shall ips0 facto immediately cease to be a Managing Director or Managing Directors or whole-time Director or Deputy Managing Director or Assistant

i I

Managing Director or Generai Manager if he or they cease to hold the office 1 of a Director or Directors for any cause. f . .

(3) The remuneration of a Manag~ng Director or Managing Directors or whole- time D~rector or whole-t~me D~rectors or Deputy Managing Director or Assistant Managing Director or General Manager shall, subject to the !

1 ' "provisions of any contract between the Company and him or them, be from \ time to time, fixed by the Board 01 Directors and may be by way of fixed salary , o! Commission or both andlor in any other mode and may be in add~lion to the remuneration for attendance at the Board Meetings and any other remuneration which may be provided under any other Articles.

(4) ' The Direclors n a y from lime to time subject to the provisions'of the Act entrust to or conler upon the Managing Directors or whole time Director or &hole-time Directors or Deputy Managing Dlrector or Asslstanl Managing Director or General Manager for the time being such of the powers exercisable by the Directors under these presents or by taw, as they may

..think fit and may confer such power for such time and to be exercised for such objects and purposes and upon such terms and conditions and with

.such restrictions, as they think expedient and they may confer such power -either collaterally with or to the exclusion of or In sub-situation for ail or any 01

the powers of the Directors in that behalf and from time to time revoke, withdraw, alter or vary all or any 01 such powers.

56. , The Board of Directors may appoint an alternate ~ i r e c l o r . lo acl for a Director (hereinafter in lhis clause called "the Original' Director) during his absence for a period of not less than three months lrom the State in which rneelings 01 the Board are ordinarily held. An alternate Director shall vacate office if and when the original Director returns to (he stale in which rneelings o l Ihe Board are ordinarily held. If the lerm 01 the Original Directors are determined before he so returns to the State aforesaid, any provision lor the automatic reappointment 01 a retiring Director in default 01 another appointment shall apply to the original and not to the alternate Director.

:. . . .'I .,. ,..

-15-

PROCEEDINGS OF DIRECTORS

57. MEETING OF DIRECTORS AND QUORUM : Subject to provisions of Section 285 of Companies Act, 1956 the Directors may meet together for the dispatch of business. adjourn and otherwise regulate their meeting and proceedings as they think f i t and may determine the quorum (being one-third o l the total strength but not less than two Directors whichever Is higher) necessary lor the transaction of business.

58. HOW QUESTIONS TO BE DECIDED : Queslions arising al any Board Meeting shall be decided by a-majority ol Votes, and in case of an equalily 01 votes, Ihe Chairman shall have a second or casting vote. .

59. DIRECTOR MAY SUMMON MEETING : A Director may, at any ti;$, and the secretary of the Company, if any, upon the request of a Director, shall convene a meetlng of the Directors.

4 :V 60. CHAIRA1AN OF DIRECTORS : The Board of Directors shall, from time to time, elect R 2 Ihe Chairman. . v- - , 61. RESOLllTlON BY CIRCULAR : Subject to Section 289 of Ihe Companies Act 1956,

I, i! a resoiulion in writing signed by all the Directors for the time being in India shall be

!f as valid and effectual as had been passed at meeting of the Directors duly called

: f and constituted.

i : POWERS AND DUTIES OF DIRECTORS . .

62. POWER AND DUTIES OF DiRECTORS : The business of the company shall be managed by the Directors who may pay ail the expenses incu'rred in getting up and registering Ihe Company, and who may exercise ail such powers of the Company as not, by the Act, or any modification thereof for the time being in force, or by these

I Articles, required to be exercised by the Company in General Meeting subject to never the less to any Regulations of these Articles, to the provisions of the said act, and to such Regulation being not inconsistent with the aforesaid Regulations or >. ,

-. : : provisions, as may be prescribed by the Company in General Meeting but no ..?..t.

dl"

! T Regulation made by the Company in General Meeting shall invalidate any prior act of : ;;N.. ,.<?:~, :.=t5r'.

Directors which would have been valid if that Regulalion had not been made. iWj , , :. ', "I $?, .. -

I .,. I .;:.. 63. LOCAL MANAGEMENT : The Directors may from time lo time provide for the -..,..; :$

management and transaction of the affairs of the Company in any special locality , -.,,,. .,%..%

whether in india or elsewhere in such manner as they may think fit, and for that .+z,r.. 5~-: . . ..2& ur . purpose may at any time, and from time to time, by power of attorney.under the >.>+> .- .. .$

Company's Seal, appoint any person or persons to be attorney or attorneys of the ,.+.:,. ,.A':' > Company for such purpose and with such powers, authorities and directions (not .@ c exceedi9g those vested in or exercisable by the Directors under these presents), and ,.

?~. for such period and subject to such conditions as the Directors may from tlme to time think lit. .-* .3

:-r: 1 64. BORROWING POWERS : Save as

r* I; the Company. The Board -,?

I sums In such manner and upon such terms and fit, and In particular, by the Issue of any mortgage or ,_.

{ 4 and future), including Its

i

-16-

SEAL

65. SEAL : The Company shall have a common seal and the Directors shall provide for the safe custody of the Seal. The seal shall not be affixed to any instrument EXCEPT by the authortty of a resolufion of the Directors or of a Commlttee of the Directors prev~ously in presence of Ihe Managing D~rector (if any) or one Dlrector at the leasl, who shall sign every Inslrumenl lo whlch Lhe Seal IS alflxed.

66. DEEDS I-IOW EXECUTED : Every deed or olllor inslrurnents lor whlch Itlo Seal of the Company is required lo be allixed and every contract made by or on behalf of the Company shall be signed by two Directors one Of them other than the Managing Director.

1 1 DIVIDENDS ? I :I

67. DIVIDENDS : The Company in General Meeting may declare dividends but no I

dividend shall exceed the amount recommended by the Directors. I +F i 68. ONLY TO BE PAtD OUT OF PROFITS : Sub~ect lo Section 205 of the Companies

Act, 1956 no dividend shall be paid otherw~se than out of the prof~ts of the year or of any other undistributed prolits. The declaration by the Directors as to the amount of the net profits of the Company Shall be conclusive.

r 69: The Board may deduct from any dividend payable to any member, all sums of money

it any, presently payable by him to any Company on account of calls or olherwise in relation to the shares of the Company. i

ACCOUNTS I 70. COMPANY TO KEEP ACCOUNTS : The Company shall cause to (be kept) books of

account with respect to :

[a) all sums of money received or expended by the Company and the matters in

! respect ol which the Receipt and Expenditure takesplace; I

(b)' . all sales, purchase of goods by the Company; ! i

(c) Ihe assets and liabilities of the Company. The books of account shall be kept at the registered office of the company or at such place as Oirectors think lit.

AS TO INSPECTION BY MEMBERS : The Directors shall from time to time determine whether and to what extent and whal time and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the Inspection 01 Members no1 belng Dlrcctors, and no Member (not being a Dlrectort. shall have any right of inspecting any account or books or documents 01 the Company except as conferred by law or authorised by the Directors or by the Company in General meeting.

TO'BE FURNISHED TO GENERAL MEETING : At each Annual General Meeting, , the, Oirecfor shall lay before the Company. Profit 81 Loss Account and a Balance

~heet..contaioing'summary of the property and and 1 liabilities of the Company, made up to date as to

'Companies Ac!, 1956.

!

".': --:.. ' . ( . , . I . . ~

-1

DIRECTORS REPORT : Every such Balaqce Sheet shall be accompanied by a Report of the Directors as to the state and corldition Of the Company and as to the amount (11 any) which they recommended to be paid out of the profit by way of dlvldend or bonus to the Members and the amount (if any) set aside by them for depreclation or cairied to insurance of Reserve Fund or any other Special Fund according to the provisions in that behalf herein before contained. The Report shall be slgned by any two Directors or by the Chairman i f authorised in that behalf by the D~rectors.

BALANCE SHEET AND AUDITORS REPORT : Subject to Section 215 of the Companies Act, 1956 the Accounts. Report and Balance Sheet shall be signed by any two Directors of the Company. The Balance Sheet shall be audited by the Auditors of the Company and the Auditor's Report shali be attached there!o,pr there shall be inserted at the foot thereof a reference to the Auditor's Report, artd Such Reporl shall be red before the Company in General Meeting and shall'be sent to all the Members of the Company.

AL'DIT 1 7 5 APPOINTMENT AND CLJALlFi::ATlON OF AUDITORS : Auditors shall be appointed and their duties regulated with provizions of the Companies Act. 1956, or any StatUtOry modification thereoi lor the time being in force.

I 1 : WINDING UP

I f the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the, Act, d ~ v ~ d e amongst the members in specle or in krnd, the whole or any part of the assets of the Company whether they shall conslsi of the property, of the same kind or not.

For the purpose aloresald the Liquidator may set such value as he deems falr upon any properly to be divided as aforesaid and may determine how such d~vlsions can be carrled out as between the members or d~fferent classes of members.

The Llquldator may with the like sanction. vest the whole or any part of such assets in trustee upon such trust for the benefit of the contribution as the liquidator with the Itkc sanctlon shall thlnk fit but so that no member shall be compelled lo accept any shares or other securities whereon there is any liabilities.

INDEMNITY

Subject to the provisions o l the Act every Director, Manag~ng Dlrector. Joint Managing Dlrector. Manger, Secretary. Auditor or other officer or employee of the Company shall be indernnlfied by the Company against and it shall be the duty of the d~rectors, out of the lunds of the company, to pay all costs, losses and expenses which any such Director, Managing Director, Joint Managing Director, Manager. Secretery. Auditor or other officer or employee may Incur or become liable to by reasons of any contract entered into, or act or thing done by them or the employee in any way in the discharge of his duties. .

Subject as aforesald every Director, Managing Director, Jolnt Managlng Director, Manager, Secretary, Auditor or other officer of the Company shall be indemnified , against any liability incurred by them or in defending any proceeding, whether civil or his favour or in which he is acquitted or discharged in connection with an application umer Section 633 of the Act in which relief is granted t o , h f m y ; C y

/- . /-;: ,...., r ,,.,, ~ .. j - , ., ..~, , n - .... i :

SECRECYCLAUSE

No rncrnber shall be enlitied to rzquire discovery of any information respecting any deta~l of the Conlpany's Iradiljg or any inalter in the nature ol a trade Secret, to the mystery ol trade or secre! process which may relate to the conduct of the business of the Company and which in the opinion of the Directors, rnay not bo expedient to the interests lor the members o f the Company to communicate lo the public.

CAPiTALiSATiON OF RESERVES

(a) Any general meeting may, upon the recommendation of the Board, resolve that any moneys, investments or other assets forming part o f the undistributed profits of the Company standing to the credit of the Profit and LOSS account or of the Reserve Fund or any capital redemption reserve fund or in the hands of the Company and available for dividend or representing premium account be capitalized and distributed amongst such o f the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing thal they become entitled thereto as capital and that all or any part of such capitalized fund shall not be paid in cash but shall be applied subject to the provisions contained in clause {b) hereof on behall of such shareholders in full or towards :

(1) paying either at such premium as the resolution may provide unissued shares or debentures or debenture-stock of the Company which shall ' be allotted, distributed and credited as fully paid to and amongst such

. members in the proportions aforesaid:

( 2 ) paying up any amounts ior the time being remain~ng unpaid on any shares, debentures or debenture-stock held by such members respect~vely; or

(3) paying up partly in the way specified in sub-clause ( i ) and partly in that Specilied in sub-clause (2): and that such distribution or payment shall be acceptable by such shareholders In lull satisfaction ol their interest in the said capitalized sum.

(b) ( 1 ) . Anymoneys, investments orassels representing premium received or the issue of shares and stand~ng to the credit of share premlum account, and

(2 ) I f the Company shall have redeemed any redeemable preferencc

\J - shares, all or any part of any capital redemption fund arising Iron

redempt~on of such shares: may by resolution of tho Company t c applied only in paybng up In full any shares then remaining unlssued I( be Issued to such members of the Company as the general meelin< may resolve upto an amount equal to the shares so issued.

(c) Any genefal meeling may resolve that any surplus moneys arising frsm th, realization o l any capital assets o f the Company or any investmenl representing the same or any olher undistributed prof~ts of the Company nc subject to the charge for income tax be distributed amongst the members 9 the footing that they receive the same as capitat.

, fly- ,'-;-?;;. ,/,. '*),.! +, ,': ...

~. \ I 4 - .. , . \ y: g-bB q, 8 .:; 7 : . , . , , . , F . Q l )-I

" I . . Y ' - . / :. .

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(d) For the purpose of giving effect to any such resolullon. the Board may settle any dilficulty which may arise in regard to the distribution or payment as aforesaid as it thinks expedient and in particular i t may Issue lractional certificates and may fix the value lor distribution of any specific assets and may determine that cash payments be made to any members on the footing of the value so lixed any may vest any such cash, share, debentures. debenture-stock, bonds or other obligations in trustees upon such trust lor the persons entitled thereto as may seem expedient to the .Board arid generally may make such arrangement for acceptance, allotment, and sale of -shares, debentures, debenture-stock, bonds or other obligations and fracllonal certificates as it may think fit.

.. (e) I f and whenever any share becomes held by any member in fractio?, the

Board may subject to the provisions of the Act, and these Articles and to the d~rect~ons of the Company In general meeting. if any, sell the shares which members hold in fract~ons for the best prlce reasonably obtainable and shall pay and distribute to and amongst the members entitied to such shares in due proportion the net proceeds of the sale thereof.

For the purpose of givlng effect to any such sale, the Board may authorise any person to transfer the shares sold to the purchaser thereof, comprised in any such transfer and the purchaser shall not be bound to see to the applicatron of the purchase money nor shall his title to the shares be affected by any lrregular~ty or by invalid~ty in the proceedings wrth reference to the sale.

(f) Wherever required, a proper contract shall be delivered to the Registrar for registration in accordance with Section 75 of the Acl and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalized fund and such appointment shall be effective.

BUY BACK OF SHARES

Notwrthstanding anything conlarned in these articles. in the event it is permitled by law lor a company to purchase its own shares or securities, the Board of Directors may, when and I f thought lit buy back such o l the company's own shares or securities as It may think necessary, subject to such limits, upon such terms and conditions, and subject to such approvals as may oe permitted by the law, subject lo Sections 77. 77A. 77AA and 778 o f the Companies Act, 1956.

-20-

we: the several Persons whose names addresses and descr~ptions are ment,,ned be^,,, are desirous of being formed lnto a Company ~n pursuance of these ARTICLES OF ASSOCIATION

- Name. Address and Dercr~pt~on

and Occupat~on of each Subscriber

ATLANTA LIMITED Company Reg. No. 11.31852 101. Shree Amba Shanti Chambers, OPP. Hotel Leela. Andheri Kurla Rd, Andher1 (East), Mumbal - 400 059. OCC. : BUSINESS THROUGH AUTHOR~SED SlGNATnRV MR. G. RADHA,KRISHNAN 01816. JALNIDHI. BANGUR NAGAR, S o R E G A o N (W), MUMBAI-4C0 090.

RAJHOO A. BBAROT SlO. Ambaial Bbarol 6-22. V.M. Road. V ~ l e Parle (West), Mumbai - 400 049. OCCUPATION : BUSINESS

RAJENDRA A. BAROT (HUF) 6-22. V.M. Road. Vile Parle (West), Mumbat - 400 049 OCCUPATION : BUSINESS

AMBALAL BAROT (HUF) 8-22. V M Road. V I I ~ Parle (West), M u m b a ~ - 400 049 OCCUPATION : BUSINESS

R lK lN R. BBAROT S10. Rajhoo A. Bbarot 8-22. V.M. Road. V ~ l e Parle (West), Mumbai - 400 C49. OCCUPATION : BUSINESS

BHAVNA R . BBAROT Wlo. Rajhoo Bt~aro t 8-22, V M. Road. V ~ l e Parte (West) Mumbai - 400 C49. OCCUPATION : BUSINESS

RIDHIMA M. DoSHI Wlo. Mitul Doshi B-1. Ashmila. 1st Floor, Bajai Road, Vile Parre (W). lrlumbai - 400 056. OCCUPATION : BUSINESS

- Slgnalula, W~lnoss.

with Address, Descripllon and Occupat~on

WITNESS T O SERIAL NO. 1 TO 7 .

m u . 3T#. m. Form I . R.

W ~ r i ; l zm u r n - 4x <:'IiKTIFICATE OF INCORPORATION

I .. --- .. . . _ .___-.. __--. . .a,. , . -, - ......... -.- ............ oft. zi. I

!

ccrtiiy !I!.'( finl.AJ1 __. ____.., . . . . T O L L ,___"_ It>% .....__ YS L IA1ITFO i s this day incorl~vr4tod ur~dnr The : !

I Cornpaiiic~~ Act, 195C1 (No. 1 of 1956) and that the C:c~rnpc~ny i s Limited.

I I . . -- -

. -.-- ml f&r war I 42 mmwd A 3ir.n m. ---'--'

I \ ( l iven unclcr nry h.~nd at MU,UBAI t h i s TWENTYSfCC)ND <I.\!' U( ......... .". .- .._ - . . .

,VOVE,~RL'K TWO THOUSAND FIVE. q. . . ...-; - ....... I '%,

( 1 \ 1. pn . -,/ ; u ,. . ', -:; . ( M.IAYAKUM~-u

ASS'T:l;REC:ISTRAR OF COMPANIES

1 ' i c . MAkIARASHTRA, M U M B t \ I .

TRUE COPY For b l a j ~ Tollways L~mitcd

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. I.. .,~:,. . . . . ... . . . , .., -ban.. '"" :;\,'; j;.

. .

Cortlficata lor Commancomonl of Qurriness P adI s f ~ m r . 1956 a sm I ~ D (3) 3 qm 4 H

I Punuanl of Ssctlon 140 (1) of 111. C u l v p a n l a r Act. 1956 # I I i ....................................................... q mP;mr & - f& I ...................................................................................................

. I ( ................................................................................................... , JhBPI;R;RmftW ,,956Vi mm i B ................................... * rn@~ 81

I d 3 k ( W ~ m ~ ~ i t f l ~ ~ i l t ~ l l ( r r r I h s ~ n ~ ~ j i < ~ ; T d t b h ; s ~ 1 ~ 1 a WI 740 ( I ) &) a &EX (4 =/:a (z) (u;) ii S cc (,jj (82; 4 ~iil w 0 .

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I b u n b y mNh/ l h a l Urn

1 ................_.__...._...._ ___ .......... I ............................ i i I which was Inuypcratad undor Urn Commnlaa A>. I0511 oil Itto ... :I:;IliDTLSmQXclD I I ... NO"E!'REI?.t..2(SD5 .,,I, t a m U,I, daj' iliaJ ~ L I , V ~ ~ I ~ I ~ C I ( I ~ I C I J ~ ~ ~ M I" B I Ih- :~e.scrlb.xc lam *hat !It? mndillons d S u C l l m 3 4 9 0) (3) ro (a),! 19(2) ( r ! )o (=)of mr @ I u l d MI. l u v e beon o ~ m p l ~ t d & is . n t l h d w rormanoo busl',~.. !J I ............................ ;ft ssrnfiB q) .......................... I

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TZEZ COPY For Balaj~ T o l l * ~ y s L i s j [ c d

34

- - - - - -

ANNEXURE NO* E

ATLANTA--SREI I i- 101,Shree 4mbashanti Chnmbers, Opp. Hot$ Leels, Andherl Kurla Road. Andhen (East), Mumbal - 403059

Tcl: 022-28382929, FPE 022-28J829W EmmL a i l p 6 n W r o m

Date :22.11.2005

The Chairman National Highways Authorityof India 6-5 & G-6, Sector 10, Dwarka, New Delhi - 110 075 Tele Fax : 91-11-25093524

Sub : Introduction of SPV viz Balalji Tollways Limited. Ref : Improvement, Operation and Maintenance including Strengthening and

Widening of Existing 2-Lane Road to 4Lane Dual Carriageway from Km.9.200-Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis."

Dear Sir,

We hereby introduce Balaji ToIlways Ltd., as the new SPV created to execute the

Contract of "Improvement, Operation and Maintenance including

I Strengthening and Widening of Existing 2-Lane Road to PLane Dual

I I Carriagervay from Km.9.200 - Km.50.00 of NH-6 (Nagpur - Kondhali Section)

in the state of Maharashtra on BOT basis."

Thanking you,

AUTHORISED SIGNATORY.

!

- 7

\' i . , '

k:. ; <. I - - - 4 -

I A ~ ~ o t u ~ ~ ~ T ~ ~ 5 ~ -

BALAJI TOLLWAYS LIMITED t- 101, Shree Ambashant1 olamberr, Opp Hotel Leela. Andhed Kurla Road Andhen (East), Mumm - 4OlW

Tcl 022-28382929, Far 022-28382WJ Eml: pilpen&-snl m

CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF BALAJI TOLL WAYS LIMITED HELD ON 22ND NOVEMBER, 2005 WHEN ALL THE DIRECTORS WERE PRESENT:

I RESOLVED THAT 'the Company is authorized to execute the Concession

Agreement for the work of "Improvement, Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Krn.9.200-Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis" with National Highways Authority of India.

F ALSO RESOLVED that Shri Rajhoo Bbarot is authorized to execute the Concession Agreement on behalf of the Company.

FOR BALAJI TOLLWAYS LIMITED

I Place : Mumbai Date : 22.11.2005

ANNEXURE NO.G KAISER ANSARY 7. Bhiwandiwala Tcrrace

2nd Floor. Near Disc. Court

~ d v o c a t e Opp. Town Hall. THANE-(400 601) Tel. : 2547 52 36

I

I CERTIFICATE

I have gone through the copies of the documents and information furnished

to me with regards to the formation and incorporation of the company

namely Balaji Toll Ways Limited, and I certify that:-

1 . The Company is duly constituted under the provisions of the

Companies Act, 1956 and the Registrar of Companies, Maharashb-a

have issued a Certificate of Incorporation with respect to the same.

2. The Company, by virtue of its Memorandum and Articles of

Association, is fully empowered having authority through its Board

of Directors to execute, deliver and perform the Concession

Agreement.

3. The Company has taken all necessary corporate and other action

under applicable laws and its constitutional documents to authorize 1

4- the execution, delivery and performance of this agreement

Place: Thane I Date : 22-1 1-2005

L!~-JG+ (Kaiser Ansary)

Advocate

I i

i

. . .. . . J i , , ... >.\*!"::.., PI+ c' I( 7---

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.. a- I I f 6-:.,, & .,< ; ; 'I! 1 :Gc, > / r % ..r: j I

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~ -

ANNEXURE NO. H a

ATLANTA LIMITED 101. Shree Amba Shanti Chambers, Opp.Hote1 Leela, Andherl-Kurla Road. Andheri (East), Mumbai - 400 059. India. Phone : +91-22-28382929 (5 lines). Fax : +91-22-28382900 E-Mail: allgen@vsnl.corn . Website : h~p:llwww.atlantalnfra.com

CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ATLANTA LIMITED HELD ON 4m NOVEMBER 2005 WHEN ALL THE DIRECTORS WERE PRESENT:

"RESOLVED THAT approval be and is hereby given to the formation of a Special Purpose Vehicle (SPV) for executing the contract for the work of "Improvement, Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Km.9.200-Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis" whose Directors will be as follows:

Shri Rajhoo Bbarot Shri Rikin Bbarot

Shri G.Radhakrishnan Shri Kishore Kumar Mohanty

Also resolved that Atlanta Limited will invest minimum 26% in the equity of the SPV and that the aggregate holding of Atlanta Limited and SREI Infrastructure Finance Ltd., in the issued and paid up share capital of SPV will not be less than 51% during the construction period and for 3 years followu~g Commercial Operation Date (COD) of the above mentioned work and 26% during the balance operation period.

Further xesolved that Shri Rajhoo Bbarot, Chairman & Managing Director of Atlanta Linuted w d be the authorized signalory of the SPV to do in name of SPV and on ils behalf, all such acts, deeds and Uiings necessary in comiection with or incidental to the execution oi the above said work, including signing and submission of a11 documents, and providing information / responses to National Highways Authority of India (NHAI), representing SPV in all matters before NHAI and other agencies, with above said work.

Further resolved that Shri Rajhoo Bbarot is authorized to further delegate powers, depute representatives and give Power of Attorney to other person(s) for expeditious execution of the above said work.

- - "

i

ArdNU(URE NO*

-9- I I

CERTIFIED TRUE COPY OF THE RESOLCmON PASSED AT THE MEETING OF THE

COMMrnEE OF DIRECTORS OF SREI INFRASTRUCWRE FINANCE LIMITED

HELD ON 2sM October, 2005:

I "RESOLVED THAT approval be and is hereby given to the formation of a

I Special Purpose Vehicle (SPV) for executing the contract for the work of

"Improvement, Operation and Maintenance including Strengthening and

Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Km.9.200-

;R Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on

BOT basis" whose Directors will be as follows:

Shri Rajhoo Bbarot I Shri Rikin Bbarot

Shri G.Radhakrishnan

i Shri Kishore Kumar Mohanty

I

I Also resolved that SREI INFRASTRUCrClRE FINANCE Ltd., its associates /

subsidiary companies and / or its investment vehicles either singly or severally, ; +/

will invest minimum 26% in the equity of the SPV and that the aggregate holding

of SREI Infrastructure Finance Ltd. and Atlanta Ltd. in the issued and paid up

I share capital of SPV will not be less than 51% during the construction period and I

for 3 years following Commercial Operation Date (COD) of the above mentioned

I work and 26% during the balance operation period. I

Further resolved that Shri Rajhoo Bbarot, Chairman & Managing Director of

i Atlanta Ltd., will be the authorized signatory of the SPV to do in name of SPV

and on its behalf, all such acts, deeds and things necessary in connection with or

incidental to the execution of the above said work, including signing and

-+ Srei Infrastructure Finance Limited &%?':- --- (Formerly Srei lnternatio~l Finance Limited) +'I. . .. .

3rd Flmr. 7 5 Dr. Annie Eksant Road. Worii, Mumbai-4CM3 &$?- ' &$c ! x4= .--- Tel +91 22 2492 3904.2496 8636. Fax : +91 22 2497 3709 (;$ !I,

',:; t r z ;

'V~shwakerma' 86C. Topsia Road (South). Kdkala-700 0$:21n I

.\ .I

I +9l 33 22850112-5rQ124-I, F I X : + D l 33 2281 1542/.EOl wi; '. ---(. \*. . ./' . ., . .- -

Srei Infrastructure Finance Limited Confinuallon Sheet

: f - submission of all documents, and providing information / responses to National

Highways Authority of India (NHAI), representing SPV in all matters before NHAI

and other agencies, with above said work.

Further resolved that Shri Rajhoo Bbarot is authorized to further delegate

powers, depute representatives and give Power of Attorney to other pemn(s)

for expeditious execution of the above said work.

FOR RE1 INFRASTRUCTURE FINANCE LTD P E

I --

I Executive Director

I I Place : Murnbai

Pate : 22.11.2005

I

. 4- I

i I

I

I

~ i

I .. .. . , a.

' .-;t.

e ~- r

I

I

Phone : +91-22-28382929 (5 lines). Fax : +91-22-28382900 E-Mail: ai~gen@snl.com . Website : hUp:/lwww.atlantalnfra.com

. . 22"* November, 2005

The Chairman National Highways Authority of India G-5 &.G-6, Sector 10, Dwarka, New Delhi - 110 075

U N D E R T A K I N G

Reference : "Improvement, Operation and Maintenance including Strength~ni~ng and Widening of Existing 2-Lane Road to &Lane Dual Carriageway from Km.9.200-Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis"

I, the undersigned do hereby undertake that there will not be any dilution in

equity shareholding as per Clause Il.l(xiii) of Concession Agreement i.e. the

equity holding of Atlanta Limited and their associates and SREI Infrastructure

Finance Limited, alongwith their associates/subsidiary companies and/or its

b) 26% (twenty six percent) during the balance remaining Operations

period.

1 ANNEXURE N O . Z a

22" November, 2005

The Chairman

j National Highways Authority of India G-5 & G-6, Sector 10, Dwarka, New Delhi - 110 075

U N D E R T A K I N G

I Reference : "Improvement, Operation and Maintenance including

I Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Krn.9.200-Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis"

R I, the undersigned do hereby undertake that there will not be any dilution in

equity shareholding as per Clause ll.l(xii i) of Concession Agreement i.e. the

equity holding of Atlanta Limited and their associates and SREI Infrastructure

Finance Limited, alongwith their assmiatesf subsidiary companies and / or its I investment vehicles, in the issued and paid up share capital of W a j i Tollways

Limited (Concessionaire) and shall not be less than

a) 51% (Fifty one percent) during the construction period and for 3

(three) years following Commercial Operation Date (COD), and

b) 26% (twenty six percent) during the balance remaining Operations +. period.

- Sunost K. Maheshwari Executive Director

, , Srei Infrastructure Finance Limited I - (Formerly Srei Inlernalional Finance Limited)

1

I 2::. Regd Ofllce . 'V8snwaksrme' 8GC. Topsia Road (Soulh). Kokala-700 046 . , i , / -

Tel: i 9 1 33 22850112.y0124-7. Far : +91 332285 754218501 corPorate@srei corn www.srei.com - - . .

- --

BALAJI TOLLWAYS LIMITED - la, Shxee Ambasfranti Chambers, Opp. Hotel Laela. Andher1 KurLa Road Andhecl (Em), Mumbai - K O 059

TeE 022-28381929; F a 022-283829W E d ailven@vml.ran

SCHEDULE - H U N D E R T A K I N G

Name Af Work : "Improvement, Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road to 4 l a n e Dual Carriageway From Km.9.200- Km.50.00 of NH-6 (Nagpur - Kondhali Section) in the state of Maharashtra on BOT basis."

This is to confirm that the Concessionaire shall complete the project, as per Project Completion Schedule given in the Schedule H, as under :

I. Project Completion Schedule

Sr. No. Activities Completion Period (from the Appointed Date)

I CompIetion of project road from 2.5 Years Km.9.200 to Km.50.000 on NH-6.

This is subject to site Handing Over Schedule by NHAI as under:

11. Site Handing Over Schedule

Stretch Length Remarks Km.9.200 to Km50.000 on NH-6. 40.441 Km Within One Month

Additional land wherever required for the - Within 12 months Project Highway including Land for Base Camp

It is further confirmed that we shall submit the detailed Project Completion Schedule, design, engineering and construction time schedule in the form of CPM/PERT charts before the commencement of construction of the Project Highway, as provided in para 9.3 of the Concession Agreement.

FOR BAtAlI TOLLWAYS LIMlTED

hd&- DIRECTOR /

Place : Mumbai Date : 22.11.2005

u8 12 1U05 11:31 FAX 28382800 .iTTL.ih~h nil 11111 - (!

f BALA!! TOLL!OAYS LIMlTiD 101; S h e Attlhfl Shonli (hambers, Opp. Holel \celo, At~dhcri-Kudo r!ood, A~ldIleri (Eoq), Elumboi. 400 0 5 ~ . ~ l d , ~ ,

Tel. . Ql-22.2B382929 (5 lines) far: 91-11-2t382900 . trn~il ~ i l g :n , .~w i I . com . Ocbjle: hhpj/w.odonfoinfraatOm

Ref : AL/A52/NHAI-NK/BOT/3352/2005 December 6,2005

-7 ./ *.. To, C .,,,,...

,, , . ( ."! 'd 3C!\~ * ;. !, > '. r 1 The Chief General Manager '. I

M/s, National Highways Authority of India, d G-5 & 6, Sector - 10,

1 Dwarka, New Delhi 1 10 075.

I Kind Attn. : Mr. Ashok Wasson

Sub : Improvement. Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriagoway from Urn 7.200 - Krn 50.000 of NH-6 (Nagpur-Kondhali Section) in the State of Maharashtra BOT Basis -Signing of Concession Agreemenf.

Ref. : 1) NHAI Letter No. NHAl/BOT/11019/28/2004,/509 Of. 02.12.2005. 2) Our Letter No. AL/A52/NHAI-NK/BOf/334$/2005 Dt. 05.12.2005.

Sir,

In continuation to our above referred letter, we are submitting herewith the following documents, and request you to execute the Concession Agreement.

I 1.0 Shares worth Rs.1.30 Lakhs 126% of the paid-vp equily) have been transferred in i ! favour of MIS. SREl by MIS. Atlanta Limited. The copy of Share Certificates and i the Certificate from the Company Secretary is enclosed herewith as

'Annexure A'.

( 1 1 2.0 The project specific, main objective. of the Company i.e. four laning of NH-6 (Nagpur-Kondhali Section) is incorporated and the amended Memorandum and

t i Articles of Associat~on (copy of the page) is enclosed herewith as 'Annexure B'.

3.0 The undertakings for exfension of Bank Guarantees amounting to Rs.5.04 Cores and Rs.3.36 Crores are enclosed herewith as 'A-nexure C'.

4.0 The list of Directors and the present share holding of the SPV are enclosed herewith os 'Annexure 12'.

5.0 Schedule H giving the project milestone In the form of CPM / Pert is enclosed herewith as 'Anhexure E'.

..-.. .. We request you to sign the Concession Agreement, - . . \ :.' \,

1 Thanking you, .,. . . I<

( .a 'I Yours faithfully, - - -

: \ ,, ,, , % , \\~\,

I I I

* f i ~ " i . B A ~ I TOLLWAYS:LIMITED , i i 1

101. Shln An~be ihonh dmrnli, O P ~ . Ho7l hl, bndh$i.hIp lord. hdhm (last), Mumboi- 400 059. lndi i j I 101. : 91-22.18382929 (5 llnm) Fa: 91-12.283819y imell: oilgeoQvml.mm Wu'ife: hnp//wmr.~tlonreinira.tom

' I

i 1 1 / I i BO~RDRESOLUTION ,

I : I ~ e n i d e d copy or a;) extra; horn b./ ' 4 !, , b, I

m u t e of e meetin& of the Board of ~ i rec tors ,

. . of the B+@I TOLL WAYS L V T E D havln ~ t ' s registeryd office at YO!, Shree I : Ambashanti Cliamhers, Opp: ~ e e l a j ~ o ~ e l , ,$ eri (east), Mumbi - 400 059, duly *

convened yd a u nich a proper q u y m was held at Mmbai m the07' day , of ~ e c e m b e ~ 2005 and jhas been duly recorded in the minute book of he said 1 company: i ! I ! I

I ; i I

1 I I The [hare transfe. application received fro& hs. SREI lnfrastruccure Finance t t d having office ar Vishwakarma, 86-C, Topsia Road (South), Kolkatta - 700 046 for transfer of' 13,!)0G equity shares of Rs. 101- ekch In their name was placed before

8 Board. I 1 I

1 'Reqlved that thr ~oa rd ' he re by approved.:the! I shares t r m f a 60m A d a n b i l ~ t e d

I

I to v. S ~ I ~niiastruc{ure Finatice Ltd i13,900 (Thirteen thousand only) equity . shares of RI: 101- (Ruoeks Ten O ~ Y ) bearhg $sfinnive twtpberr 01 to llWQ md I

I ~ h r i . p j h o ~ Bbarot Dirytor of the cornpan$ is hereby authorized to sign the

I / I , memqrandum ~Ftransfers of shares entione3 op share cenificate overleaf r

1 I For BALAJI 'TOLL WAYS LIMITED ' I

- .- - - - - - - . - .

BALAJI TOLL WAYS LIMITED

- - - .. . - . . -

.- -. .- . - -. . ~ . EQUITY SHARES OF RS. 301- EACH, FULLY P A ~ U P ~ -

~ ~.

(in words)

Distinctive NofsJ From : O {bolh 'incTusive) - . -. . . .

+! --- -., .-. . - , ...- . ..

\<I - I

'A

= x ~ ~ ~ p ~ p @ @ 4 i > Q 9 d O Q 9 d 9 * . , 0 ,a 11,h57445

{Seaioa' 1M1) of thb M p m i ~ Ad 19w B g

5 W.TIFICATE OF REGISTRATION OF 6 SF. 5 I AL RESOLUTION PASSED FOR h

iLTERATlON OF OBJECTS Q A w I 6.. v v

~ I A L , ! ~ J I ,TOLL WAYS LImm . I 4 MI:,-..,-," t V 2nd Dqcambar 05 f i ' b : .>g .b:; f necirl fleidution FIUI~ O@ v n ,lt6:;d, :,!,. pnhim of N Momormdum d &*ation \ ' wit:! rcrc,ci to i tc 'obj tc l~ and r Cow d rhr '* ion 1 4' ,q ,.i, with this ~!TU M Gth m-;'6 . fi 02/12/05 ' 1

I hp:tby e-.n:ir tho: the ~ p e c i j l ~ t s o l u ~ o n pldd On.-. , R v N(!~IM "ih th. p i l e d al uw ~ t m p l r n d ~ r n w ' A W h r x j a i n n 3' aitu.4 h a s tlS d 6 h . n f q i s m d

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ted

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, .................................................................................................. I *-36hph9, ,m*&vni)*' ............-... d.. ................ a

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I hrreh!. c ~ r l l h ' I I ~ t t t LfAL.411 , - .-..-..--...--.. 7011 WAYS L I M I T E ~ Is tl\l# day ~llcorpuratcd unllrr.Thc

Companies Act. ~ V S G (No. 1 oi 1956) iand that he Company lo Llmltrcl.

I*. T.0 carry the bl~slness of Infrastructure development, more specificaiij, Improvement, operation and rnalntenance inciudlng strengthen!::g and widening of the existing 2-Lane Road to 4-Lane Dual Carrizqeway from KM 9.200 to KM 50.000 of National Highway No. 6 (Nacpur - Kohdhaii sectlon) in the State of Maharashtra on build, oper.r:.le and transfer basts.

-.. .

08/12 2005 12 :09 FAX 28382900 I ATLANTA HO

I I f - -

I ' BALAJI TOLLWAYS LIMITED L - v r t - C

I 101, Shree hnbo Shonii ChurnLen, Opp. Hotel Lecln, Andheri-Kurlo Roo14 Andh!ri (Eost), Mun~boi - 400 057. Indm. Tel. : 91-22-28382929 (5 lincJ

UNDERTAKING

I 7th December, 2005 I I

a3- Name of the Prolecf : Improvement, Operation and Mainfenance including

Strengthening and Widening of Existing 2-Lane Road to 4-Lane Dual Carriageway from Km 9.200 - Km 50.000 of NH-6 (Nagpur-Kondhali Section) in the State of Maharashtra BOT Basls.

I M/s. Balaji Tollways Limited have provided the Bank Guarantee for Rs.5.04 Crores

i bearing Bank Guarantee No. 5031305 BG 0000725 from State Bank of Patiala,

Narirnan Point, Mumbai - 400 025 valid up to 27.1 1.2006. The Performance

Guarantee is to be released by NHAl to the Concessionaire upon contribution of

I the Equity (excluding Equity Support, if any) by the shareholders of the

I Concessionaire to the extent of 100% and upon the Concessionaire having

I expended on the Project and paid out an aggregate sum of not less than 20%

(twenty percent) of the Total Project Cost as certified by the Statutory Auditors of

the Concessionaire. We are hopeful of achieving this milestone before

22.1 1.2006. However, in case, there is some delay in achieving this milestone, we

undertake to exfend the Bank Guarantee for o further period as required.

1 For BALAJI TOLLWAYS LIMITED

AUTHORISED ~ N A T O R Y

I 112 2005 1 2 : 0 9 FAX 28382800 ATLANTA HO @I005

. . I A vnqjlvpf- r I

BALAJl TOLLWAYS LIMITED 101. Shree Ambo Shonti (harnben, Opp, Hotel Locln. Andheri-Kurlu Raid, Andtier (b~st), Mumboi - 400 057. lndio.

3 Tel. : 91-22-28382929 (5 linar) r Fox: 91-22-28382900 Emol oilgsntSvml.com - Website: hnp//m.atlontainho.tom

UNDERTAKING I

Name of the Proiect : Improvement, Operation and Maintenance including Strengthening and Widening of Existing 2-Lane Road

a to 4-Lane Dual Carrlagewcly from Km 9.200 - Km 50.000 of NH-6 (Nagpur-Kondhali Section) in the State of Maharashtra BOT Basis

M/s. Balaji Tollways Limited have provided the Bunk Guarantee of Rs.3.36

Crores bearing No.5031305 BG 0000726 upfo 30.06.2006 from State Bank of

Patiala, Narimon Point. Mcrmbai. We hereby give un undertaking that incase

I the Financial dosure is not achieved by 30.06.2006, we shall extend the Bank

Guarantee for further period, till such time the financial closure could be I

I achieved, as per the provisions of Concession Agreement. In case the Bank

Guarantee Is not extended, the NHAl may encash the Bonk Guarantee, as per

!fl B the provisions of the Concession Agreement.

For BALAJl TOLLWAYS LIMITED

I m SREI infn-UI. FI~M . Ltd . 13,090 ! 26% ' 1 j I Vishwakarama : I I

I ! 86-C, Topsia Road (Soiith) I - I .: ' j Kolkatta - 700 046. I 1

I For Ealnji T o U m w t e d

List of minimum machinery required for executing the Project Highway

4 laningof Nagpur - Kondhali Section (Km 9.200 to Km 50.000) of NH - 6 on BOT Basis

: . , . . \,.t.-. ' * . . !. ::,,,. '...--

. _<

List o f minimum personnel required fo r the project

-. I Total I Experience in I I Position

Project manager

Deputy Project Manager

Materials Engineer

Plant and Equipmen t Manager

Br~dgelStr ucture Engineer

experience (Years)

15

12

15

10

15

similar works (Years)

10

Remarks

Should have completed similar minimum two projects of 25 km each as Project Manager or as Deputy Project Manager with a total road construction experience of 150 km Comprising flexible and rigid

I pavement construction. 8 I Should have completed minimum two

projects of 25 km each as Deputy Project manager or Construction ManagerIEngineer with a total road construction experience of 100 km comprising of flexible and rigid pavement construction.

10 Should have worked as Material Engineer or as Lab. Engineer for minimum two highway projects of 25 km each with a total construction experience of 100 km comprising flexible and rigid pavement construction.

5 Should have maintained bituminous hot mix plant, bituminous and concrete paving equipment and its accessories with electronic sensors, batch mix plants and crushing plants.

10 Should have executed minimum four bridges of length more than 60 m. and must have adequate experience in Prestressed concrete construction, pile and well foundation

6. Asphalt 15 10 Should have asphalt paving Pavement experience of at least 80 km. Length Engineer and a total highway construction

experience of 100 km.

4 laningof Nagpur - Kondhali Section . . . ,.. .- page:mTa- 5 (Km 9.200 to Km 50.000) of NH - 6 on BOT Basis

' .. , .. ., ,. . . .:.-:., ..'?\